TAMPA, Fla. – Lazydays Holdings Inc. (NasdaqCM: GORV) today announced a series of transformative transactions designed to provide the company with a significantly strengthened financial foundation and a more focused dealership portfolio. These transactions, which include a comprehensive recapitalization and certain asset sales, will result in meaningful reductions in the company’s debt, interest and preferred stock dividend payments, substantial added cash to the balance sheet, and an improvement in the underlying earnings power of the business, according to a release.
Transaction Highlights
- Lazydays agreed to sell seven dealerships, including real estate where applicable, and issue common stock to certain indirect subsidiaries of Camping World Holdings, Inc. (Camping World) for a combined $65.5 million, subject to conditions.
- Lazydays agreed to sell one additional dealership asset to a separate buyer for $8 million, subject to conditions.
- Lazydays closed a $30 million common equity PIPE at $1.03 per share with clients of Alta Fundamental Advisers and Coliseum Capital Management (collectively, the “PIPE Investors”).
- Lazydays plan to launch a $25 million rights offering at $1.03 per share, allowing all its common stockholders (other than the PIPE Investors and Camping World) to purchase common stock at the same price as PIPE Investors, subject to the U.S. Securities and Exchange Commission declaring a registration statement on Form S-1 effective.
- Lazydays agreed to exchange all outstanding convertible preferred stock for common stock at $1.03 per share, eliminating our preferred stock liquidation preference, preferred dividend requirement and other preferred stockholder rights, subject to conditions.
- Lazydays executed an amendment to the credit facility with the company’s lender group led by Manufacturers and Traders Trust Company (M&T Bank), providing significant financial flexibility.
- The transactions will collectively result in $65 million reduction of debt, elimination of $68 million preferred stock liquidation preference, and $16 million reduction of interest and preferred dividend payments.
- Pro forma for the transactions (excluding proceeds and shares from the proposed rights offering), Lazydays is expected to have $35 million of cash on the balance sheet, debt of $61 million (excluding floor plan financings), and 119.5 million shares of common stock outstanding.
“We are pleased to announce these transformative transactions, which streamline our portfolio, strengthen our balance sheet and enhance our financial flexibility for the benefit of the Company and all of our stakeholders – investors, customers, OEM partners, and employees,” said Robert DeVincenzi, chairman of Lazydays. “Collectively, these transactions represent a critical step in the revitalization of Lazydays’ business and demonstrate the confidence that investors have in our long-term success. We are grateful for the support we have received from Alta, Coliseum, Camping World and our lender group led by M&T Bank, and look forward to building upon the robust financial foundation we have set today to reaffirm Lazydays’ position as a leader in the RV industry.”
“Today marks a turning point for the trajectory of Lazydays,” added Ronald Fleming, Interim CEO of Lazydays. “The last couple of years have proven challenging as we navigated the economic environment and determined the optimal path forward for the business, and I am grateful for the dedication and hard work of our employees during this time. I am confident that as a nimbler organization with enhanced liquidity, Lazydays’ brightest days are ahead.”
Marcus Lemonis, chairman and CEO of Camping World commented, “Lazydays has been a part of the fabric of the RV industry for over 30 years, and its health is important to Camping World, the RV industry, and our OEM partners. We are encouraged to see the Company take the necessary steps to fortify its balance sheet and make progress towards streamlining its portfolio.”
DeVincenzi concluded, “Lazydays is an iconic brand with a longstanding reputation for providing exceptional service and experiences to RV owners. By monetizing certain assets and recapitalizing the business, we have committed to upholding Lazydays’ incredible legacy, while restoring stockholder value.”
Asset Sales and Stock Issuance
Lazydays has entered into agreements to sell certain assets, subject to conditions. Under the terms of the agreements, Lazydays will sell seven dealerships, including owned real estate for three of the dealerships, and issue 9.7 million shares of common stock to Camping World for $65.5 million. Lazydays will also sell one dealership to a separate buyer for cash proceeds of $8 million, subject to conditions. These dispositions will create a leaner, more focused operational footprint for Lazydays comprised of 15 dealerships nationwide and over $95 million of owned real estate value across nine locations.
Comprehensive Recapitalization
In conjunction with the asset sales and stock issuance to Camping World, Lazydays has entered into securities purchase agreements with the PIPE Investors for the sale and issuance of $30 million of common stock through a private investment in public equity financing exempt from registration under the Securities Act of 1933 (the “PIPE”). The PIPE was priced at $1.03 per share, which will result in the issuance of 29.1 million new shares of common stock.
The company plans to file a registration statement on Form S-1 with the U.S. Securities and Exchange Commission for a rights offering that will provide all common stockholders (other than the PIPE Investors and Camping World) with the opportunity to purchase shares of common stock at the same price per share as the PIPE Investors and Camping World, subject to the registration statement being declared effective by the U.S. Securities and Exchange Commission. Holders of the Company’s common stock (other than the PIPE Investors and Camping World) will receive rights to purchase an aggregate of $25 million of common stock at a price of $1.03 per share.
Lazydays has also entered into exchange agreements with the holders of the company’s outstanding Series A Convertible Preferred Stock (the “Preferred Stock”) to exchange all shares of Preferred Stock for 66.5 million shares of common stock (the “Preferred Stock Exchange”), eliminating the current accrued liquidation preference of the Preferred Stock of $68 million and annual dividend of $9 million, in a two-step exchange transaction, with the second exchange being subject to conditions.
Following closing of the PIPE, the Preferred Stock Exchange and the share issuance to Camping World as part of the asset sale, Lazydays expects to have 119.5 million shares of common stock issued and outstanding.
The company also executed an amendment to its syndicated credit facility led by M&T Bank, providing the Company with runway to execute its operational turnaround. Pursuant to the amendment, Lazydays received meaningful financial covenant flexibility through the first quarter of 2026.
Advisors
The company and its Board of Directors were advised by Stoel Rives LLP, Richards, Layton & Finger, P.A., Miller Buckfire, a Stifel Company, and CR3 Partners.
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