TAMPA,
Fla., Jan. 14, 2025 /PRNewswire/
-- Lazydays Holdings, Inc. ("Lazydays" or the "Company")
(NasdaqCM: GORV) announced today that its registration statement
concerning its previously announced rights offering (the "Rights
Offering") was declared effective by the Securities and Exchange
Commission (the "SEC") on January 13,
2025.
As previously announced, under the terms of the Rights Offering,
the Company will distribute, at no charge, to the holders
(excluding clients of Alta Fundamental Advisers LLC and Coliseum
Capital Management, LLC, who have waived their and their respective
affiliates' rights to receive the Rights to the extent any of them
are holders as of the Record Date) (such non-excluded holders,
collectively, the "Holders") of its common stock, par value
$0.0001 per share (the "Common
Stock") and the Company's warrants to acquire Common Stock (the
"Warrants") as of 5:00 p.m.,
New York City time, on
January 13, 2025 (the "Record Date"),
one non-transferable right (a "Right") for every share of Common
Stock owned or issuable upon exercise or conversion of Warrants
owned as of the Record Date. Each Right will entitle the Holder to
purchase 1.27 shares of our Common Stock at the cash subscription
price equal to $1.03 per whole share
of Common Stock (the "Subscription Price").
Each Right consists of a basic subscription right (the "Basic
Subscription Right") and an over-subscription right (the
"Over-Subscription Right"). The Over-Subscription Right entitles a
Holder who exercises all of its Basic Subscription Rights in full,
and if other Holders do not, to be entitled to an Over-Subscription
Right to purchase a portion of the unsubscribed shares at the
Subscription Price, subject to the availability and pro rata
allocation of Common Stock among persons exercising the
Over-Subscription Right. If an insufficient number of shares is
available to fully satisfy the Over-Subscription Right requests,
the available shares of Common Stock will be allocated pro rata,
after eliminating all fractional shares of Common Stock, among
Holders who exercised their Over-Subscription Right based on the
number of shares of Common Stock each Holder subscribed for under
the Basic Subscription Right. Broadridge Corporate Issuer
Solutions, LLC ("Broadridge"), the subscription and information
agent for the Rights Offering, will return any excess payments,
without interest or deduction, promptly after the expiration of the
Rights Offering.
Assuming the Rights Offering is fully subscribed, the Company
currently expects to receive aggregate net proceeds of
approximately $23,639,500, after
deducting estimated offering expenses, and the Company expects to
issue 24,271,844 shares of Common Stock. As further described in
the registration statement for the Rights Offering, the Company
expects to use the proceeds from the Rights Offering for working
capital and general corporate purposes, including repayment of
indebtedness.
The Company expects that Broadridge will mail rights
certificates and a copy of the prospectus for the Rights Offering
to Holders of record of Common Stock and Warrants as of the Record
Date beginning on or about January 14,
2025. Holders of shares of Common Stock held in "street
name" through a brokerage account, bank or other nominee will not
receive physical rights certificates and must instruct their
broker, bank or other nominee whether to exercise subscription
rights on their behalf.
The subscription period will expire at 5:00 p.m., New York
City time, on February 5, 2025
(the "Expiration Date"), unless the extended by the Company in its
sole discretion. Rights which are not exercised by the Expiration
Date will expire and will have no value.
The shares of Common Stock to be issued upon exercise of the
Rights will be listed for trading on the Nasdaq under the symbol
"GORV." The Rights are non-transferable and the Company will not be
listing the Rights on Nasdaq or any other national securities
exchange.
Neither the Company, the special independent committee of its
Board of Directors nor its Board of Directors has made or will make
any recommendation to Holders regarding the exercise of Rights.
Holders should make an independent investment decision about
whether or not to exercise their Rights based on their own
assessment of the Company's business and the Rights Offering.
The Rights Offering is being made pursuant to the Company's
registration statement on Form S-1 (File No. 333-283548), as
amended, which was declared effective by the SEC on January 13, 2025. A final prospectus describing
the terms of the Rights Offering has been filed with the SEC on
January 13, 2025, and is available on
the SEC's website located at http://www.sec.gov.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any of the Rights, Common Stock or
any other securities, nor will there be any offer, solicitation or
sale of any of the Rights, Common Stock or any other securities in
any state or other jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of such state or other jurisdiction. This
document is not an offering, which can only be made by the
prospectus and any prospectus supplements for the Rights Offering,
which should be read carefully before investing.
Questions about the Rights Offering or requests for a copy of
the prospectus related to the Rights Offering may be directed to
Broadridge Corporate Issuer Solutions, LLC, at 888-789-8409 or via
email at shareholder@broadridge.com.
About Lazydays
Lazydays has been a prominent player in the RV industry since
our inception in 1976, earning a stellar reputation for delivering
exceptional RV sales, service, and ownership experiences. Our
commitment to excellence has led to enduring relationships with
RVers and their families who rely on us for all of their RV
needs.
Our wide selection of RV brands from top manufacturers,
state-of-the-art service facilities, and an extensive range of
accessories and parts ensure that Lazydays is the go-to destination
for RV enthusiasts seeking everything they need for their journeys
on the road. Whether you're a seasoned RVer or just starting your
adventure, our dedicated team is here to provide outstanding
support and guidance, making your RV lifestyle truly
extraordinary.
Lazydays is a publicly listed company on the Nasdaq stock
exchange under the ticker "GORV."
Forward Looking Statements
This press release includes "forward-looking statements" within
the meaning of the "Safe-Harbor" provisions of the Private
Securities Litigation Reform Act of 1995. Forward looking
statements include statements regarding our goals, plans,
projections and guidance regarding our financial position, results
of operations, market position, pending and potential future
financing transactions and business strategy, and often contain
words such as "project," "outlook," "expect," "anticipate,"
"intend," "plan," "believe," "estimate," "may," "seek," "would,"
"should," "likely," "goal," "strategy," "future," "maintain,"
"continue," "remain," "target" or "will" and similar references to
future periods. Examples of forward-looking statements in this
press release include, among others, statements regarding future
aspects of the planned rights offering.
By their nature, forward-looking statements involve risks and
uncertainties because they relate to events that depend on
circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future
performance, and our actual results of operations, financial
condition and liquidity and development of the industry in which we
operate may differ materially from those made in or suggested by
the forward-looking statements in this press release. The risks and
uncertainties that could cause actual results to differ materially
from estimated or projected results include, without limitation,
future economic and financial conditions (both nationally and
locally), changes in customer demand, our relationship with, and
the financial and operational stability of, vehicle manufacturers
and other suppliers, risks associated with our indebtedness
(including our ability to obtain further waivers or amendments to
credit agreements, the actions or inactions of our lenders,
available borrowing capacity, our compliance with financial
covenants and our ability to refinance or repay indebtedness on
terms acceptable to us), acts of God or other incidents which may
adversely impact our operations and financial performance,
government regulations, legislation and others set forth throughout
under the headers "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Risk Factors"
and in the notes to our financial statements, in our most recent
Quarterly Report on Form 10-Q, Annual Report on Form 10-K and from
time to time in our other filings with the SEC. We urge you to
carefully consider this information and not place undue reliance on
forward-looking statements. We undertake no duty to update our
forward-looking statements, which are made as of the date of this
press release.
Contact
investors@lazydays.com
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SOURCE Lazydays RV
