LAZYDAYS ANNOUNCES RECORD DATE FOR RIGHTS OFFERING

Rhea-AI Summary

Lazydays Holdings (NASDAQ: GORV) has announced terms for its previously announced rights offering, setting January 13, 2025, as the record date. Eligible stockholders and warrant holders will receive one non-transferable right for each share owned, allowing them to purchase 1.27 shares of common stock at $1.03 per share.

The rights offering includes both basic subscription rights and over-subscription rights, with the latter available if some holders don't exercise their basic rights. The company expects to raise $25 million in gross proceeds and issue approximately 24.27 million shares of common stock if fully subscribed. The rights will expire on February 5, 2025, at 5:00 p.m. ET.

Proceeds will be used for working capital, general corporate purposes, and debt repayment. The new shares will trade on Nasdaq under 'GORV', while the rights themselves won't be listed or transferable.

Positive

• Expected to raise $25 million in gross proceeds
• Proceeds will be used for debt repayment and working capital

Negative

• Potential significant dilution with 24.27 million new shares to be issued

Insights

Financial Analyst

Lazydays Holdings' $25M rights offering represents a strategic capital raise at a critical juncture. The offering price of $1.03 per share, set at a significant discount, signals potential dilution concerns. The 1.27:1 subscription ratio and inclusion of over-subscription rights suggests a structured approach to ensure maximum participation. The planned debt repayment could improve the balance sheet, but the dilutive impact on existing shareholders is substantial with 24.3M new shares potentially being issued - a significant increase to the current float. Notable is the exclusion of major institutional investors Alta and Coliseum from participation, indicating a focused approach to retail shareholder participation. The $1.03 pricing reflects current market conditions and suggests management's realistic assessment of investor appetite. This capital raise appears defensive rather than growth-oriented, with the primary focus on working capital and debt reduction rather than expansion initiatives.

Legal Expert

The rights offering's structure reveals careful regulatory compliance and shareholder protection mechanisms. The establishment of a special independent committee for setting terms demonstrates proper corporate governance. The non-transferability of rights and the structured Basic and Over-Subscription Rights framework provides existing shareholders fair participation opportunity while preventing market manipulation. The explicit disclaimers regarding SEC registration status and the absence of board recommendations align with securities law requirements. The inclusion of Broadridge as Information Agent adds credibility to the process. Key legal safeguards include clear disclosure of use of proceeds, detailed subscription mechanics and comprehensive risk warnings. This offering's structure suggests meticulous attention to regulatory requirements while balancing shareholder interests.

TAMPA, Fla., Jan. 2, 2025 /PRNewswire/ -- Lazydays Holdings, Inc. ("Lazydays," the "Company," "we" or "us") (NasdaqCM: GORV) today announced that the special independent committee of its Board of Directors has set terms for the Company's previously announced rights offering (the "Rights Offering") and set the record date of January 13, 2025 (the "Record Date") for the Rights Offering.

Holders of our Common Stock and warrants to acquire our Common Stock (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") as of the Record Date will receive one non-transferable right ("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 a cash subscription price per whole share of our Common Stock equal to $1.03 per share of our 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 Rights under the Basic Subscription Right will be distributed in proportion to Holders' holdings on the Record Date. If some Holders exercise their Basic Subscription Right in full, and other Holders do not, the exercising Holders will 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.

Assuming the Rights Offering is fully subscribed, the Company currently expects to receive aggregate gross proceeds of $25,000,000, before expenses, and the Company expects to issue 24,271,844 shares of the Company's Common Stock.

The Rights will expire if they are not exercised by 5:00 p.m., Eastern Time, on February 5, 2025, the expected expiration date of the Rights Offering. The Company may extend the period for exercising the Rights. Rights which are not exercised by the expiration date of the Rights Offering will expire and will have no value.

As further described in the registration statement on Form S-1 relating to the Rights Offering (as amended) filed with the U.S. Securities and Exchange Commission (the "SEC"), the Company expects that the net proceeds of the Rights Offering will be used for working capital and general corporate purposes, including repayment of indebtedness.

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 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.

Questions about the Rights Offering or requests for a copy of the prospectus related to the Rights Offering, when available, may be directed to the Information Agent, Broadridge Corporate Issuer Solutions, LLC at 888-789-8409 or via email at shareholder@broadridge.com.

A registration statement relating to these securities has been filed with the SEC but has not yet become effective. The securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The information herein is not complete and is subject to change. 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. 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.

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 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 press release.

Contact

investors@lazydays.com 

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SOURCE Lazydays RV

FAQ

What is the subscription price for Lazydays (GORV) rights offering in January 2025?

The subscription price for Lazydays' rights offering is $1.03 per share of common stock.

When is the record date for Lazydays (GORV) rights offering?

The record date for Lazydays' rights offering is January 13, 2025.

How many shares can be purchased with each right in GORV's offering?

Each right entitles holders to purchase 1.27 shares of Lazydays common stock.

What is the expiration date for GORV's rights offering?

The rights offering expires on February 5, 2025, at 5:00 p.m. Eastern Time.

How much does Lazydays (GORV) expect to raise from the rights offering?

Lazydays expects to raise $25 million in gross proceeds if the rights offering is fully subscribed.

How will Lazydays (GORV) use the proceeds from the rights offering?

The proceeds will be used for working capital, general corporate purposes, and repayment of indebtedness.