TAMPA, Fla. — Lazydays Holdings, Inc. (NasdaqCM: LAZY) announced that it has filed an amendment to the registration statement on Form S-1 with the Securities and Exchange Commission (the “SEC”) relating to its previously announced rights offering (“Rights Offering”).
As previously disclosed, the company will raise up to $100 million gross proceeds from the sale of the company’s common stock, par value $0.0001 per share (the “Common Stock”) pursuant to the exercise of non-transferable rights (the “Rights”) issued to holders (the “Holders”) of the company’s Common Stock, the company’s pre-funded warrants (the “Warrants”) and the company’s series A convertible preferred stock (the “Series A Preferred Stock”) at a price described below.
Upon further internal deliberations, the Special Financing Committee of the Company’s Board of Directors determined that the cash subscription price per whole share of Common Stock in the Rights Offering will be equal to $6.399 per share of Common Stock (the “Subscription Price”). This Subscription Price is identical to the last announced subscription price. However, the revised Rights Offering will no longer include an alternate price.
As previously disclosed, Holders as of Oct. 23, 2023 (the “Record Date”), will receive one Right for every share of Common Stock owned or issuable upon exercise or conversion of Warrants and Series A Preferred Stock owned as of the Record Date, entitling the Holder to purchase 0.770 of a share of our Common Stock at the cash 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 you exercise your Basic Subscription Right in full, and other Holders do not, you 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 this Over-Subscription Right.
Other than the Subscription Price, the company expects the previously-disclosed terms of the Rights Offering to remain unchanged.
Assuming the Rights Offering is fully subscribed, the company currently expects to receive aggregate gross proceeds of $100 million, before expenses. In addition, the company expects to issue in connection with the Rights Offering, in the aggregate, a maximum of 15,627,441 shares of the company’s Common Stock.
The Rights will expire if they are not exercised by 5 p.m., Eastern Time, on Nov. 14, 2023, the expected expiration date of this 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 amended Form S-1 filing, the company expects that the net proceeds of the offering will be used for the company’s growth initiatives including acquisitions and new business development activities and general corporate purposes, which may include repaying or refinancing the company’s existing or future debt facilities.
The company reserves the right to modify, postpone or cancel the Rights Offering at any time prior to the closing of the sale of the Common Stock in the Rights Offering.
Christopher S. Shackelton, Chairman of the Board of Directors (“Board”) and a Managing Partner of Coliseum Capital Management, LLC (‘Coliseum’), clients of which are the beneficial owners of approximately 56.2% of our Common Stock prior to this Rights Offering, has indicated that Coliseum’s clients currently intend to participate in the Rights Offering and subscribe for at least the full amount of their basic subscription rights, but have not made any formal binding commitment to participate and have no obligation to participate in the Rights Offering.
The shares of Common Stock to be issued upon exercise of the Rights will be listed for trading on the Nasdaq under the symbol “LAZY.” 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 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 may be directed to the Information Agent, Broadridge Corporate Issuer Solutions, Inc., at 888-789-8409 or via email at firstname.lastname@example.org.
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 the solicitation of an offer to buy any of the Rights, Common Stock or any other securities, nor will there be any sale 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 any such state or other jurisdiction. This document is not an offering, which can only be made by the prospectus supplement (and the accompanying base prospectus), which contains information about the Company and the rights offering, and should be read carefully before investing.