Lazydays Holdings Inc. announced that the special independent committee of its board of directors has set terms for the company’s previously announced rights offering and set the record date of Jan. 13 for the rights offering.
Holders of the company’s common stock and warrants to acquire its common stock (excluding clients of Alta Fundamental Advisers and Coliseum Capital Management, 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) as of the record date will receive one nontransferable 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 the company’s common stock at a cash subscription price per whole share of its common stock equal to $1.03 per share of common stock.
Each right consists of a basic subscription right and an 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 Feb. 5, 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 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 nontransferable 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 at 888-789-8409 or via email at shareholder@broadridge.com.
