Form 4: Coliseum Capital Increases Stake in Lazydays Holdings Through Stock Purchase and Preferred Stock Exchange

Coliseum Capital Management and related entities significantly increased their holdings in Lazydays Holdings through a combination of common stock purchases and an exchange of preferred stock for common stock.

Summary

• Coliseum Capital Management, along with related entities, has increased its stake in Lazydays Holdings.
• On November 15, 2024, they purchased 14,563,106 shares of common stock at $1.03 per share.
• They also exchanged 500,000 shares of Series A Convertible Preferred Stock for 55,407,455 shares of common stock.
• The exchange of preferred stock eliminates the accrued liquidation preference and annual dividend associated with those shares.
• The exchange was completed in two tranches, with 125,000 preferred shares exchanged immediately for 13,851,864 common shares, and the remaining 375,000 preferred shares to be exchanged for 41,555,591 common shares upon the filing of a charter amendment.
• Following these transactions, Coliseum Capital and its related entities directly own 76,492,984 shares of common stock.

Sentiment

Score: 7

Explanation: The document indicates a significant investment by a major shareholder, which is generally positive. The simplification of the capital structure is also a positive development. However, the potential dilution of existing shareholders is a minor concern.

Positives

• Coliseum Capital's increased investment demonstrates confidence in Lazydays Holdings.
• The elimination of the preferred stock's liquidation preference and annual dividend simplifies the capital structure.
• The conversion of preferred stock to common stock increases the number of common shares, potentially improving liquidity.

Risks

• The charter amendment required for the full preferred stock exchange introduces a potential, though unlikely, delay.
• The increased number of common shares could potentially dilute existing shareholders.

Future Outlook

The remaining 375,000 shares of preferred stock will be exchanged for 41,555,591 shares of common stock after the company files an amendment to its Certificate of Incorporation.

Industry Context

This transaction reflects a significant investment by a major shareholder, which is not uncommon in the current market environment. It suggests a strong belief in the company's future prospects.

Comparison to Industry Standards

• Private investments in public equity (PIPE) transactions are a common method for companies to raise capital, especially when they need to do so quickly.
• The conversion of preferred stock to common stock is a typical way to simplify a company's capital structure and remove the burden of preferred dividends and liquidation preferences.
• The size of the investment by Coliseum Capital is substantial, indicating a high level of confidence in Lazydays compared to other similar transactions in the sector.

Management Changes

Stakeholder Impact

• Shareholders may experience dilution due to the increased number of common shares.
• The simplification of the capital structure could be viewed positively by investors.
• The increased investment by Coliseum Capital may boost investor confidence.

Next Steps

• Lazydays will file an amendment to its Certificate of Incorporation to increase the authorized number of shares of common stock.
• The remaining 375,000 shares of preferred stock will be exchanged for 41,555,591 shares of common stock after the charter amendment is filed.

Key Dates

Keywords

Lazydays Holdings, Coliseum Capital, Common Stock, Preferred Stock, Securities Purchase Agreement, Stock Exchange, PIPE, Beneficial Ownership