Investor Conference Call Scheduled for
Wednesday, November 1, at 11:00 AM ET
Andina Acquisition Corp. II (“Andina”) (NASDAQ: ANDAU, ANDA,
ANDAR, ANDAW), 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 R.V. Center, Inc. and its
affiliates (“Lazydays” or the “Company”) from private investment
funds managed by Wayzata Investment Partners LLC (“Wayzata) and
other minority shareholders (collectively, the “Seller Group”).
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
December 31, 2016 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 (the “Private Placement”) 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 world’s largest recreational vehicle
(“RV”) dealership located on 126 acres outside Tampa, FL and also
has regional dealerships in Tucson, AZ and Loveland, Denver and
Longmont, CO. Lazydays has the largest 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, Inc. 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 Wednesday, November 1, 11:00 AM.
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.
About Andina Acquisition Corp. II
Andina Acquisition Corp. II is a blank check company formed for
the purpose of effecting a merger or other business combination
with a target company. Andina Acquisition Corp II. was founded by
Luke Weil and raised $40 million on November 24, 2015 in its
Initial Public Offering. The company is the team’s second
publicly-traded investment vehicle. The first, Andina Acquisition
Corporation, merged with Tecnoglass, Inc. (NASDAQ: TGLS), a leading
manufacturer of hi-spec architectural glass and windows for
commercial and residential construction markets headquartered in
Barranquilla, Colombia.
Additional information can be found at www.andinaacquisition.com.
About Lazydays R.V. Center Inc.
Founded in 1976, Lazydays RV® has built its reputation on
providing an outstanding customer experience with exceptional
service and product expertise. More than a half-million RVers and
their families visit Lazydays every year, making it their “home
away from home.” Lazydays has been recognized as a “Top 50 RV
Dealer” by RVBusiness and as one of Tampa Bay’s “Top Work Places.”
The Lazydays Employee Foundation, supported by payroll
contributions from more than 65% of Lazydays’ employees, has
contributed more than $1.7 million to make many historic changes
for at-risk children in the Tampa Bay, Tucson and Colorado
communities.
For most people, Lazydays RV isn't just the beginning of their
journey; it's very much a part of their ride. To learn more, visit
www.lazydays.com.
About Wayzata Investment Partners
Based in Wayzata, Minnesota, Wayzata Investment Partners LLC is
an SEC registered investment advisor to private investment
funds.
IMPORTANT INFORMATION FOR STOCKHOLDERS
In connection with the proposed transaction, Andina and its
wholly owned subsidiary intend to file with the SEC a definitive
proxy statement. The definitive proxy statement for Andina (if and
when available) will be mailed to shareholders of Andina. ANDINA
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER
DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Andina shareholders will be able to obtain free copies of these
documents (if and when available) and other documents containing
important information about Andina and Lazydays, once such
documents are filed with the SEC through the website maintained by
the SEC at http://www.sec.gov. Copies of the documents filed with
the SEC by Andina will be available free of charge by contacting
Andina using the contact information below.
PARTICIPANTS IN SOLICITATION
Andina and its directors, executive officers and other members
of its management and employees as well as EarlyBirdCapital may be
deemed to be participants in the solicitation of proxies from
Andina’s shareholders in connection with the transaction.
Shareholders are urged to carefully read the proxy statement
regarding the transaction when it becomes available, because it
will contain important information. Information regarding the
persons who may, under the rules of the SEC, be deemed participants
in the solicitation of Andina’s shareholders in connection with the
transaction will be set forth in the proxy statement when it is
filed with the SEC. Information about Andina’s executive officers
and directors will be set forth in the proxy statement relating to
the transaction when it becomes available. You can obtain free
copies of these and other documents containing relevant information
at the SEC’s web site at www.sec.gov or by directing a request to
the address or phone number set forth below.
Safe Harbor Language
This press release includes certain forward-looking statements,
including statements regarding future financial performance, future
growth and future acquisitions. These statements are based on
Andina’s and Lazydays’ managements’ current expectations or beliefs
and are subject to uncertainty and changes in circumstances. Actual
results may vary materially from those expressed or implied by the
statements herein due to changes in economic, business, competitive
and/or regulatory factors, and other risks and uncertainties
affecting the operation of Andina’s business. These risks,
uncertainties and contingencies include, among others: business
conditions; changing interpretations of GAAP; inquiries and
investigations and related litigation; continued compliance with
government regulations; legislation or regulatory environments;
requirements or changes adversely affecting the business in which
Lazydays is engaged; fluctuations in customer demand; management of
growth; intensity of competition from other providers of gaming
technology; general economic conditions; geopolitical events and
regulatory changes; fluctuations in currency exchange rates; the
possibility that the transaction does not close, including due to
the failure to receive required security holder approvals or
regulatory approvals or the failure of other closing conditions;
and other factors set forth in Andina’s past or future filings with
the Securities and Exchange Commission (“SEC”), including the proxy
statement expected to be filed in connection with the proposed
transaction. The information set forth herein should be read in
light of such risks. Further, investors should keep in mind that
certain of Lazydays’ financial results are unaudited and do not
conform to SEC Regulation S-X. Additionally, it contains a non-GAAP
financial measure (Adjusted EBITDA) and as a result such
information will be presented differently in Andina’s proxy
statement relating to the proposed transaction and may fluctuate
materially depending on many factors. Accordingly, Lazydays’
financial results in any particular period may not be indicative of
future results. Neither Andina nor Lazydays is under any obligation
to, and expressly disclaims any obligation to, update or alter any
forward-looking statements, whether as a result of new information,
future events, changes in assumptions or otherwise. Andina’s
filings with the SEC can be obtained, without charge, at the SEC’s
internet site (http://www.sec.gov).
This news release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there by any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No portion of Andina’s or
Lazydays’ websites is incorporated by reference into or otherwise
deemed to be a part of this news release.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20171027005903/en/
For Andina:Eric Carrera, +1-646-565-6943SVP, Andina
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