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LAZYDAYS ANNOUNCES COMPREHENSIVE RECAPITALIZATION AND ASSET SALES RESULTING IN SIGNIFICANTLY STRENGTHENED BALANCE SHEET AND STREAMLINED OPERATIONAL FOOTPRINT

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Lazydays Holdings (GORV) announced transformative transactions to strengthen its financial position, including the sale of eight dealerships and a comprehensive recapitalization plan. The company will sell seven dealerships and issue common stock to Camping World for $65.5 million, plus one dealership to another buyer for $8 million. The plan includes a $30 million common equity PIPE at $1.03 per share, a planned $25 million rights offering, and conversion of all preferred stock to common stock. These transactions will reduce debt by $65 million, eliminate $68 million in preferred stock obligations, and cut $16 million in interest and dividend payments. Post-transactions, Lazydays expects to have $35 million in cash and $61 million in debt, with 119.5 million shares outstanding.

Lazydays Holdings (GORV) ha annunciato transazioni trasformative per rafforzare la sua posizione finanziaria, inclusa la vendita di otto concessionarie e un piano di ricapitalizzazione completo. L'azienda venderà sette concessionarie e emetterà azioni ordinarie a Camping World per 65,5 milioni di dollari, oltre a una concessionaria a un altro acquirente per 8 milioni di dollari. Il piano include un PIPE di equity comune di 30 milioni di dollari a 1,03 dollari per azione, un'offerta di diritti pianificata di 25 milioni di dollari e la conversione di tutte le azioni privilegiate in azioni ordinarie. Queste transazioni ridurranno il debito di 65 milioni di dollari, elimineranno 68 milioni di dollari di obbligazioni su azioni privilegiate e taglieranno 16 milioni di dollari in pagamenti di interessi e dividendi. Dopo le transazioni, Lazydays prevede di avere 35 milioni di dollari in contante e 61 milioni di dollari in debito, con 119,5 milioni di azioni in circolazione.

Lazydays Holdings (GORV) anunció transacciones transformadoras para fortalecer su posición financiera, incluyendo la venta de ocho concesionarios y un plan de recapitalización integral. La compañía venderá siete concesionarios y emitirá acciones ordinarias a Camping World por 65,5 millones de dólares, además de un concesionario a otro comprador por 8 millones de dólares. El plan incluye un PIPE de acciones comunes de 30 millones de dólares a 1,03 dólares por acción, una oferta de derechos planeada de 25 millones de dólares y la conversión de todas las acciones preferentes en acciones comunes. Estas transacciones reducirán la deuda en 65 millones de dólares, eliminarán 68 millones de dólares en obligaciones de acciones preferentes y recortarán 16 millones de dólares en pagos de intereses y dividendos. Después de las transacciones, Lazydays espera tener 35 millones de dólares en efectivo y 61 millones de dólares en deuda, con 119,5 millones de acciones en circulación.

레이지데이즈 홀딩스 (GORV)는 재정 상태를 강화하기 위한 변혁적 거래를 발표했으며, 여기에는 8개의 딜러십 매각과 종합적인 자본 재편 계획이 포함됩니다. 회사는 캠핑 월드에게 6,550만 달러에 7개의 딜러십을 판매하고, 다른 구매자에게 800만 달러에 1개의 딜러십을 판매할 것입니다. 이 계획은 주당 1.03달러로 3,000만 달러의 보통주 PIPE, 계획된 2,500만 달러의 권리 공모 및 모든 우선주를 보통주로 전환하는 것을 포함합니다. 이러한 거래는 6,500만 달러의 부채를 줄이고, 6,800만 달러의 우선주 의무를 제거하며, 1,600만 달러의 이자 및 배당금 지급을 축소할 것입니다. 거래 후 레이지데이즈는 3,500만 달러의 현금과 6,100만 달러의 부채를 보유할 것으로 예상하며, 1억 1,950만 주의 주식이 유통될 것입니다.

Lazydays Holdings (GORV) a annoncé des transactions transformantes pour renforcer sa position financière, y compris la vente de huit concessions et un plan de recapitalisation complet. L'entreprise va vendre sept concessions et émettre des actions ordinaires à Camping World pour 65,5 millions de dollars, plus une concession à un autre acheteur pour 8 millions de dollars. Le plan comprend un PIPE d'actions ordinaires de 30 millions de dollars à 1,03 dollar par action, une offre de droits prévue de 25 millions de dollars et la conversion de toutes les actions privilégiées en actions ordinaires. Ces transactions réduiront la dette de 65 millions de dollars, élimineront 68 millions de dollars d'obligations sur actions privilégiées et réduiront de 16 millions de dollars les paiements d'intérêts et de dividendes. Après les transactions, Lazydays s'attend à avoir 35 millions de dollars en espèces et 61 millions de dollars de dettes, avec 119,5 millions d'actions en circulation.

Lazydays Holdings (GORV) hat transformative Transaktionen angekündigt, um seine Finanzlage zu stärken, darunter den Verkauf von acht Autohäusern und einen umfassenden Rekapitalisierungsplan. Das Unternehmen wird sieben Autohäuser verkaufen und Stammaktien im Wert von 65,5 Millionen Dollar an Camping World ausgeben sowie ein Autohaus an einen anderen Käufer für 8 Millionen Dollar verkaufen. Der Plan umfasst eine PIPE von 30 Millionen Dollar in Stammaktien zu 1,03 Dollar pro Aktie, eine geplante Bezugsangebot von 25 Millionen Dollar und die Umwandlung aller Vorzugsaktien in Stammaktien. Diese Transaktionen werden die Schulden um 65 Millionen Dollar reduzieren, 68 Millionen Dollar an Verbindlichkeiten aus Vorzugsaktien beseitigen und 16 Millionen Dollar an Zins- und Dividendenzahlungen einsparen. Nach den Transaktionen erwartet Lazydays, 35 Millionen Dollar in bar und 61 Millionen Dollar Schulden zu haben, mit 119,5 Millionen ausstehenden Aktien.

Positive
  • Debt reduction of $65 million
  • Elimination of $68 million preferred stock liquidation preference
  • Annual savings of $16 million in interest and preferred dividend payments
  • Expected cash position of $35 million post-transaction
  • Asset sales generating $73.5 million in total proceeds
  • Retention of $95 million in owned real estate value across nine locations
Negative
  • Significant dilution through issuance of new shares
  • Reduction in operational footprint from 23 to 15 dealerships
  • Need for operational turnaround indicated by credit facility amendment

Insights

This comprehensive recapitalization represents a significant financial transformation for Lazydays. The company is executing multiple strategic moves: selling 8 dealerships for $73.5 million, raising $30 million through PIPE financing and planning a $25 million rights offering. The debt reduction of $65 million and elimination of $68 million preferred stock obligations will substantially improve the balance sheet.

The transaction will reduce annual interest and dividend payments by $16 million, providing important operational flexibility. With expected pro-forma cash of $35 million and net debt of $26 million, the company's financial risk profile improves dramatically. The streamlined portfolio of 15 dealerships should enable better operational focus and efficiency.

The strategic divestment of dealership assets, including real estate at three locations to Camping World, represents a calculated move to optimize the company's footprint. Post-transaction, Lazydays will maintain a substantial real estate portfolio valued at over $95 million across nine locations. This retained real estate provides valuable collateral and potential future monetization options while reducing operational complexity.

Transactions meaningfully reduce debt, interest and preferred stock dividend payments, add substantial cash to the balance sheet, and position Lazydays to return to profitability  

Company expected to have $35 million of cash, bringing net debt down to $26 million

TAMPA, Fla., Nov. 15, 2024 /PRNewswire/ -- Lazydays Holdings, Inc.  ("Lazydays," the "Company," "we" or "us") (NasdaqCM: GORV) today announced a series of transformative transactions designed to provide the Company with a significantly strengthened financial foundation and a more focused dealership portfolio. These transactions, which include a comprehensive recapitalization and certain asset sales, will result in meaningful reductions in the Company's debt, interest and preferred stock dividend payments, substantial added cash to the balance sheet, and an improvement in the underlying earnings power of the business.

Transaction Highlights

  • We agreed to sell seven dealerships, including real estate where applicable, and issue common stock to certain indirect subsidiaries of Camping World Holdings, Inc. ("Camping World") for a combined $65.5 million, subject to conditions.
  • We agreed to sell one additional dealership asset to a separate buyer for $8 million, subject to conditions.
  • We closed a $30 million common equity PIPE at $1.03 per share with clients of Alta Fundamental Advisers and Coliseum Capital Management (collectively, the "PIPE Investors").
  • We plan to launch a $25 million rights offering at $1.03 per share, allowing all our common stockholders (other than the PIPE Investors and Camping World) to purchase common stock at the same price as PIPE Investors, subject to the U.S. Securities and Exchange Commission declaring a registration statement on Form S-1 effective.
  • We agreed to exchange all outstanding convertible preferred stock for common stock at $1.03 per share, eliminating our preferred stock liquidation preference, preferred dividend requirement and other preferred stockholder rights, subject to conditions.
  • We executed an amendment to the credit facility with the Company's lender group led by Manufacturers and Traders Trust Company ("M&T Bank"), providing significant financial flexibility.
  • The transactions will collectively result in $65 million reduction of debt, elimination of $68 million preferred stock liquidation preference, and $16 million reduction of interest and preferred dividend payments.
  • Pro forma for the transactions (excluding proceeds and shares from the proposed rights offering), Lazydays is expected to have $35 million of cash on the balance sheet, debt of $61 million (excluding floor plan financings), and 119.5 million shares of common stock outstanding.

"We are pleased to announce these transformative transactions, which streamline our portfolio, strengthen our balance sheet and enhance our financial flexibility for the benefit of the Company and all of our stakeholders – investors, customers, OEM partners, and employees," said Robert DeVincenzi, Chairman of Lazydays. "Collectively, these transactions represent a critical step in the revitalization of Lazydays' business and demonstrate the confidence that investors have in our long-term success. We are grateful for the support we have received from Alta, Coliseum, Camping World and our lender group led by M&T Bank, and look forward to building upon the robust financial foundation we have set today to reaffirm Lazydays' position as a leader in the RV industry."

"Today marks a turning point for the trajectory of Lazydays," added Ronald Fleming, Interim CEO of Lazydays. "The last couple of years have proven challenging as we navigated the economic environment and determined the optimal path forward for the business, and I am grateful for the dedication and hard work of our employees during this time. I am confident that as a nimbler organization with enhanced liquidity, Lazydays' brightest days are ahead."

Marcus Lemonis, Chairman and CEO of Camping World commented, "Lazydays has been a part of the fabric of the RV industry for over 30 years, and its health is important to Camping World, the RV industry, and our OEM partners. We are encouraged to see the Company take the necessary steps to fortify its balance sheet and make progress towards streamlining its portfolio."

Mr. DeVincenzi concluded, "Lazydays is an iconic brand with a longstanding reputation for providing exceptional service and experiences to RV owners. By monetizing certain assets and recapitalizing the business, we have committed to upholding Lazydays' incredible legacy, while restoring stockholder value."

Asset Sales and Stock Issuance

Lazydays has entered into agreements to sell certain assets, subject to conditions. Under the terms of the agreements, Lazydays will sell seven dealerships, including owned real estate for three of the dealerships, and issue 9.7 million shares of common stock to Camping World for $65.5 million. Lazydays will also sell one dealership to a separate buyer for cash proceeds of $8 million, subject to conditions. These dispositions will create a leaner, more focused operational footprint for Lazydays comprised of 15 dealerships nationwide and over $95 million of owned real estate value across nine locations.

Comprehensive Recapitalization

In conjunction with the asset sales and stock issuance to Camping World, Lazydays has entered into securities purchase agreements with the PIPE Investors for the sale and issuance of $30 million of common stock through a private investment in public equity financing exempt from registration under the Securities Act of 1933 (the "PIPE"). The PIPE was priced at $1.03 per share, which will result in the issuance of 29.1 million new shares of common stock.

The Company plans to file a registration statement on Form S-1 with the U.S. Securities and Exchange Commission for a rights offering that will provide all common stockholders (other than the PIPE Investors and Camping World) with the opportunity to purchase shares of common stock at the same price per share as the PIPE Investors and Camping World, subject to the registration statement being declared effective by the U.S. Securities and Exchange Commission. Holders of the Company's common stock (other than the PIPE Investors and Camping World) will receive rights to purchase an aggregate of $25 million of common stock at a price of $1.03 per share.

Lazydays has also entered into exchange agreements with the holders of the Company's outstanding Series A Convertible Preferred Stock (the "Preferred Stock") to exchange all shares of Preferred Stock for 66.5 million shares of common stock (the "Preferred Stock Exchange"), eliminating the current accrued liquidation preference of the Preferred Stock of $68 million and annual dividend of $9 million, in a two-step exchange transaction, with the second exchange being subject to conditions.

Following closing of the PIPE, the Preferred Stock Exchange and the share issuance to Camping World as part of the asset sale, Lazydays expects to have 119.5 million shares of common stock issued and outstanding.

The Company also executed an amendment to its syndicated credit facility led by M&T Bank, providing the Company with runway to execute its operational turnaround. Pursuant to the amendment, Lazydays received meaningful financial covenant flexibility through the first quarter of 2026.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any rights, common stock or any other securities, nor will there be any offer, solicitation or sale of any rights, the common stock or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of such state or jurisdiction.

Advisors

The Company and its Board of Directors were advised by Stoel Rives LLP, Richards, Layton & Finger, P.A., Miller Buckfire, a Stifel Company, and CR3 Partners.

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, the benefits of the transactions described herein, the future financial performance of the Company following such transactions and statements regarding 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 U.S. Securities and Exchange Commission. 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 release.

Contact
investors@lazydays.com 

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SOURCE Lazydays RV

FAQ

How much will Lazydays (GORV) reduce its debt through the recapitalization plan?

Lazydays will reduce its debt by $65 million through the recapitalization plan and asset sales.

How many dealerships is Lazydays (GORV) selling in the 2024 restructuring?

Lazydays is selling a total of eight dealerships: seven to Camping World and one to a separate buyer.

What is the price per share for Lazydays' (GORV) PIPE investment and rights offering?

Both the PIPE investment and rights offering are priced at $1.03 per share.

How many shares will Lazydays (GORV) have outstanding after the transactions?

Lazydays expects to have 119.5 million shares of common stock outstanding after completing the transactions.

Lazydays Holdings, Inc.

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