RumbleOn Announces Planned $100 Million Fully Backstopped Rights Offering
Pursuant to the terms of the fully backstopped rights offering, the Company intends to issue, for no consideration, subscription rights that will entitle eligible holders as of the applicable record date to purchase their pro rata portion of
The Company has entered into a purchase agreement with certain existing stockholders (the “Backstop Purchasers”) to backstop the
The Backstop Purchasers’ obligation to purchase the securities pursuant to the purchase agreement and to fulfill their backstop commitment and the Company’s obligation to issue the securities in the Backstop Private Placement are subject to certain customary closing conditions, including completion of the proposed rights offering. The rights offering and the Backstop Private Placement are expected to close in the fourth quarter of 2023.
The Company plans to file a registration statement with the
The Company is planning to conduct the rights offering to enable it to comply with a covenant in its recently amended credit agreement. It is expected that the net proceeds of the rights offering will be used to repay debt under its amended credit facility with the remainder being available to fund the growth and development of its business, including for possible acquisitions.
The securities to be offered in the proposed rights offering and proposed Backstop Private Placement have not yet been registered under the Securities Act of 1933, as amended (the “Securities Act”). The securities to be offered in the proposed rights offering may not be offered or sold nor may offers to buy be accepted prior to the time the registration statement relating to the rights offering has been filed with the SEC and has become effective.
Other Important Information
The securities to be sold in the proposed rights offering and proposed Backstop Private Placement have not been registered under the Securities Act or the securities laws of any state or other applicable jurisdiction, and may not be offered or sold in
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities to be issued in the proposed rights offering or proposed Backstop Private Placement, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offering of the securities under the registration statement related to the rights offering will only be made by means of a prospectus.
About RumbleOn
RumbleOn is the nation's first and largest publicly traded, technology-enhanced dealership group platform in the powersports industry. Headquartered in the Dallas Metroplex, RumbleOn provides the only technology-led platform in powersports with a broad footprint of physical locations, full-line manufacturer representation, and high-quality used inventory to transform the entire customer experience.
Forward-Looking Statements
The Company’s press release contains statements that constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, those regarding the Company’s plans to launch a rights offering, the transactions contemplated by the purchase agreement, the anticipated final terms, timing and completion of the proposed rights offering and proposed Backstop Private Placement, the use of proceeds from the proposed rights offering and proposed Backstop Private Placement, and the Company’s plans, strategies, and prospects for its business. Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “hopes,” “may,” “plan,” “possible,” “potential,” “predicts,” “projects,” “should,” “targets,” “would” and similar expressions, although not all forward-looking statements contain these identifying words. Such statements are subject to numerous important factors, risks and uncertainties that may cause actual events or results to differ materially from current expectations and beliefs, including, but not limited to, risks and uncertainties related to: whether the proposed transactions will be completed in a timely manner, or at all; the risk that all of the closing conditions under the purchase agreement are not satisfied; the occurrence of any event, change or other circumstance that could cause the Company not to proceed with the rights offering or give rise to the termination of the purchase agreement; the determination of the final terms of the proposed rights offering and proposed Backstop Private Placement; the satisfaction of customary closing conditions related to the proposed rights offering; risks related to the diversion of management’s attention from RumbleOn’s ongoing business operations; the impact of general economic, industry or political conditions in
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Investor Inquiries:
Dawn Francfort
ICR, Inc.
investors@rumbleon.com
Will Newell
investors@rumbleon.com
Source: RumbleOn, Inc.
