NEW YORK & TAMPA, Fla. — Andina Acquisition Corp. II, a special purpose acquisition company formed for the purpose of effecting a merger, acquisition or similar business combination, announced today that it 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 in the company will consist of $85 million in cash and approximately 2.9 million common shares of the combined company.
Lazydays’ Revenue and Adjusted EBITDA for the fiscal year ended Dec. 31, were $564 million and $25 million, respectively. Lazydays expects fiscal 2017 Adjusted EBITDA to be between $28 million and $30 million. At the conclusion of the transaction, Lazydays will become a wholly-owned subsidiary of the publicly-listed company on the NASDAQ stock exchange.
In connection with the foregoing and concurrently with the merger agreement, 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.
Lazydays operates the RV dealership located on 126 acres outside Tampa, Fla., and also has regional dealerships in Tucson, Ariz., and Loveland, Denver and Longmont, Colo. Lazydays has a selection of RV brands in the nation featuring more than 2,500 new and pre-owned RVs. The company has over 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.
Upon consummation of the transaction, Lazydays’ Chairman and CEO William P. Murnane will continue in his leadership role as executive chairman and CEO of the combined company. 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.
Founder and Chairman of Andina Acquisition Corp II., Luke Weil, commented, “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,” Mr. Weil continued, “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.”
William Murnane stated, “We are thrilled to announce this transaction. The merger gives us the ability to rapidly become a public company and further enhance our growth trajectory, without the time consuming distractions of a traditional public offering. The financings we have entered into give us the balance sheet flexibility and liquidity to continue our strategy of organic sales growth and geographic expansion. We thank Wayzata Investment Partners for its years of investment and stewardship. We look forward to a strong future and our continued leadership as the premier recreational vehicle dealer in the United States.”
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.
For additional information on the transaction, see Andina’s Current Report on Form 8-K, which will be filed promptly and which can be obtained, without charge, at the Securities and Exchange Commission’s internet site (http://www.sec.gov).
Craig-Hallum Capital Group acted as exclusive placement agent for the Private Placement transactions and Craig-Hallum Capital Group and EarlyBirdCapital, Inc. acted as M&A Advisors to Andina. Graubard Miller acted as legal counsel to Andina. Stroock Stroock & Lavan LLP acted as legal counsel to Lazydays.
Investor Conference Call Information
Andina will host an investor conference call to discuss the business combination on Nov. 1 11 a.m.
Interested parties may listen to the call via telephone by dialing 1.866.376.8058, or for international callers, 1.412.542.4131. Participants should ask to be joined into the Andina Acquisition Corp. II conference call. A telephone replay will be available shortly after the call and can be accessed by dialing 1.877.344.7529 (confirmation code: 10114052), or for international callers, 1.412.317.0088 (confirmation code: 10114052).
An investor presentation will be made available at www.andinaacquisition.com prior to the call.
SOURCE: Lazydays RV press release