Andina Acquisition Corp. II, a special purpose acquisition company formed for the purpose of effecting a merger, acquisition or similar business combination, has entered into a definitive agreement to acquire Tampa-based Lazydays RV Center and its affiliates from private investment funds managed by Wayzata Investment Partners and other minority shareholders.
Total consideration to be paid to the seller group for its interests will consist of $85 million in cash and approximately 2.9 million common shares of the combined company.
In connection, Andina has entered into a series of definitive financing agreements with institutional investors for the sale of $88.5 million of convertible preferred stock, common stock, and warrants to be consummated simultaneously with the closing. In addition, Lazydays expects to refinance its existing term debt with a new $20 million facility prior to or simultaneous with closing.
Upon consummation of the transaction, Lazydays’ Chairman and CEO William P. Murnane will continue in his leadership role as chairman and CEO. In addition, all other senior managers at Lazydays will remain in their current roles. Lorne Weil, a key investor in Andina and former chairman and CEO of Scientific Games Corp., will become vice chairman and join the board of directors of the combined company.
“We are thrilled to announce this transaction,” Murnane said. “The merger gives us the ability to rapidly become a public company and further enhance our growth trajectory. The financings associated with this transaction will give us the balance sheet flexibility and liquidity to accelerate our growth strategy. We plan to bring our exceptional customer experience and product expertise closer to our loyal customers throughout the country.”
Lazydays operates an RV dealership located on 126 acres outside Tampa, Fla., and also has regional dealerships in Tucson, Ariz., and Loveland, Denver and Longmont, Colo.
Lazydays features more than 2,500 new and pre-owned RVs. The company has more than 300 service bays and has RV parts and accessories stores at all locations.
Lazydays also has RV rental fleets in all three markets and two on-site campgrounds with over 700 RV campsites. The Company welcomes over 500,000 visitors to their dealership locations annually, and employs over 700 people at its five facilities.
“We are excited to have the opportunity to invest alongside Bill Murnane and his team at Lazydays as they strategically deploy capital to accelerate the company’s growth,” said Founder and Chairman of Andina Acquisition Corp II, Luke Weil. “We look forward to the company broadening its product and service portfolio, as well as increasing its geographic reach as it makes opportunistic acquisitions of dealerships across the U.S.”
The proposed transaction has been unanimously approved by the Boards of Directors of both Andina and Lazydays, and is expected to close in the first quarter of 2018, subject to approval by Andina’s shareholders and other customary closing conditions. Upon consummation of the transactions, the combined company will be renamed Lazydays Holdings and will trade on NASDAQ under the new ticker LAZY.