8-K: Lazydays Holdings Secures Critical Waivers and Amendments to Credit Agreements, Boosting Liquidity and Reducing Debt Amid Financial Challenges

Sentiment:

Credit Agreement Amendment and Waiver 17 June 2025 4:54 PM

Lazydays Holdings, Inc. has successfully negotiated waivers and amendments with its primary lenders, M&T Bank and Coliseum Holdings I, LLC, to address multiple defaults, enhance liquidity by approximately $14 million, and reduce non-floorplan indebtedness by $15 million.

Delay expectedThe company failed to make certain vehicle curtailment payments during the month ended April 30, 2025.The company failed to make an accrued interest payment in arrears on May 1, 2025.The company failed to pay when and as due, or within applicable grace periods, all liabilities due to third persons and all Taxes imposed upon it or any of its property.

Capital raiseThe Loan Parties shall continue to retain an Investment Banker for the purpose of marketing and advising on efforts to raise new capital through one or more asset sales and/or debt or equity capital raises.The Updated Business Plan, due by June 30, 2025, will include the CAO's assessment of the amount of cash proceeds required by the Loan Parties for bona fide working capital and general corporate purposes, if any, from the Unimproved Asset Sales and potentially one or more new loans from Coliseum.

Worse than expectedThe document explicitly states that the company failed to make certain vehicle curtailment payments, an accrued interest payment, and comply with a minimum liquidity financial covenant.It also notes the failure to pay certain liabilities and taxes, and that the representation of solvency was false prior to July 31, 2025.These are significant financial defaults and indicate a distressed financial position, despite the subsequent waivers and amendments.

Summary

Lazydays Holdings, Inc. (GORV) entered into a Limited Waiver and Fourth Amendment to its Second Amended and Restated Credit Agreement with Manufacturers and Traders Trust Company (M&T) on June 12, 2025.
The Amendment grants waivers for specified defaults, including failure to make vehicle curtailment payments (April 2025), failure to make an accrued interest payment (May 1, 2025), inability to comply with minimum liquidity covenant (April 30, 2025), failure to pay certain liabilities and taxes, false solvency representation prior to July 31, 2025, and cross-defaults under the Coliseum term loan and First Horizon Bank mortgage.
The lenders waived $2,500,000 quarterly amortization payments for the Revolving Credit Facility due on June 30, 2025, September 30, 2025, and December 31, 2025.
A mandatory prepayment of the Revolving Credit Facility will be required on December 31, 2025, if the outstanding principal balance is not reduced by at least $7,500,000 between June 1, 2025, and December 31, 2025.
The Floor Plan Credit Facility commitments will be reduced with dealership sales, but not below a floor of $245,000,000.
The Company is required to sell unimproved land in Aurora, Colorado, Las Vegas, Nevada, and Waller, Texas by a specified deadline.
Lazydays also entered into a Waiver of Defaults and Consent with Coliseum Holdings I, LLC on June 12, 2025, waiving defaults related to tax payments and cross-defaults from the M&T Credit Agreement and First Horizon Bank mortgage.
The Coliseum Waiver consents to the sale of the Boulder Hwy Individual Property and the Claremore Individual Property (Tulsa Facility), with specific prepayment requirements for the Claremore property including $3,654,058.97 in principal.
The Company announced that these transactions, combined with recent divestitures, will generate approximately $14 million in liquidity and reduce non-floorplan indebtedness by $15 million, bringing the total non-floorplan indebtedness to approximately $44 million.
Divestitures contributing to these results include dealerships in Mesa, AZ (closed May 30, 2025), Fort Pierce, FL (closed June 6, 2025), Longmont, CO (closed June 13, 2025), and Las Vegas, NV (expected to close later this week).
The Company is required to deliver an Updated Business Plan by June 30, 2025, and continue retaining a Chief Administrative Officer (CAO) from Berkeley Research Group, LLC and a financial advisor (Company FA) such as CR3 or BRG.
An Investment Banker must be retained to market and advise on new capital raises through asset sales and/or debt or equity transactions.

Sentiment

Score: 4

Explanation: The company is in a distressed financial state, evidenced by multiple defaults and the need for significant waivers and asset sales. While the successful negotiation of these waivers and the resulting liquidity injection are positive steps towards stabilization, the underlying issues and ongoing requirements for asset sales and potential capital raises indicate continued challenges and a high level of risk. The solvency representation being false is a major negative.

Positives

Successful negotiation of waivers for multiple significant defaults under both M&T and Coliseum credit agreements, preventing immediate adverse actions.
Waiver of $7,500,000 in scheduled Revolving Credit Facility amortization payments through December 31, 2025, providing immediate cash flow relief.
Divestitures and related transactions are expected to generate approximately $14 million in liquidity for the Company.
Non-floorplan indebtedness is projected to be reduced by $15 million, lowering it to approximately $44 million, which will meaningfully decrease interest expense.
The company is actively streamlining its footprint and divesting non-core assets, aligning with a strategic turnaround plan.
Continued support from key lenders (M&T and Coliseum) through the waiver and amendment process.

Negatives

The Company experienced multiple significant defaults, including failure to make curtailment payments, interest payments, and non-compliance with minimum liquidity covenants, indicating severe financial distress.
The solvency representation was false when made or deemed made prior to July 31, 2025, raising concerns about the company's financial viability.
The need for waivers and amendments highlights ongoing financial challenges and a strained relationship with lenders.
The company is required to sell additional unimproved properties (Aurora, CO; Las Vegas, NV; Waller, TX), indicating a continued need for asset divestment to generate cash.
Retention of a Chief Administrative Officer (CAO) from Berkeley Research Group, LLC and a financial advisor (Company FA) suggests a need for external oversight and restructuring expertise due to financial difficulties.
The requirement to raise new capital through asset sales and/or debt or equity capital raises indicates a persistent need for funding beyond current operations and asset sales.

Risks

Failure to repay the outstanding principal balance of the Revolving Credit Facility by at least $7,500,000 by December 31, 2025, would trigger a mandatory prepayment for the deficiency.
Inability to sell unimproved properties in Aurora, Colorado, Las Vegas, Nevada, and Waller, Texas by the specified deadline could lead to further defaults.
Failure to deliver an Updated Business Plan by June 30, 2025, or to implement its recommendations, could jeopardize lender support.
Ongoing retention of external financial advisors and a CAO indicates a high level of financial oversight and potential for continued operational challenges.
The company's solvency representation being false prior to July 31, 2025, suggests fundamental financial instability.
Potential for further cross-defaults if the company fails to meet obligations under other credit agreements or mortgages.
The Floor Plan Credit Facility commitments will be reduced with dealership sales, potentially impacting inventory financing capacity if sales are significant.
The requirement to raise new capital through asset sales and/or debt or equity capital raises carries execution risk and potential for dilution for existing shareholders.

Future Outlook

Lazydays Holdings, Inc. aims to continue strengthening its balance sheet, improving operational performance of dealerships, and strategically divesting non-core assets. The company expects to close the divestiture of its Las Vegas, NV dealership and related real estate later this week. An Updated Business Plan is due by June 30, 2025, which will outline strategies for improving financial performance, liquidity, revenue enhancement, and cost reductions. The company will also continue efforts to raise new capital through asset sales and/or debt or equity capital raises.

Management Comments

Ron Fleming, CEO of Lazydays, stated: "We are pleased to have reached these agreements with our lenders, which collectively provide Lazydays with a meaningfully enhanced liquidity position and greater flexibility to advance our turnaround strategy."
Ron Fleming also commented: "As we continue to work towards building a more resilient Company, our focus remains on revitalizing our core dealership operations, while streamlining our footprint and reducing debt through the sale of non-core assets. We are thankful to our lenders for their ongoing support as we work to achieve these objectives."

Industry Context

The announcement reflects a broader trend in the RV industry where companies may undergo strategic restructuring, including divestiture of non-core assets and debt reduction, to adapt to market conditions or address financial pressures. Lazydays' focus on streamlining its footprint and revitalizing core dealership operations suggests a move towards efficiency and profitability in a potentially challenging or competitive market environment.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Retention of Key Personnel/Advisors	The Loan Parties and their Subsidiaries shall continue to retain an employee of Berkeley Research Group, LLC (BRG) as chief administrative officer (CAO).	2025-06-12	Indicates a need for external expertise and oversight in financial management and restructuring due to ongoing financial challenges.
Retention of Key Personnel/Advisors	The Loan Parties shall continue to retain CR3, BRG, or another financial advisor acceptable to the Administrative Agent (the Company FA) as their financial advisor, with duties including direct communication with lenders, assisting with reporting, and reporting directly to the board.	2025-06-12	Enhances financial oversight and reporting to lenders, providing greater transparency and guidance during the restructuring period.
Policy/Procedure Change	The Loan Parties shall cooperate with the Company FA, including providing access to books and records, directing employees to cooperate, and supporting the FA in reporting and implementing recommendations.	2025-06-12	Strengthens internal controls and accountability by mandating cooperation with external financial advisors, crucial for turnaround efforts.
Policy/Procedure Change	The Loan Parties shall present all bona fide written letters of intent, term sheets, and similar indications of interest related to any Transaction (asset sales, debt/equity raises) to the Board of Directors or any transaction/financing committee for consideration.	2025-06-12	Ensures board-level oversight and approval for significant strategic and financing transactions, enhancing governance around capital allocation and divestitures.
Structural Change (Future)	Negotiation for the dissolution of certain dormant Loan Parties and other subsidiaries that have few or no remaining assets.	Upon delivery of Updated Business Plan	Aims to streamline the corporate structure, potentially reducing administrative costs and complexity, subject to lender approval.

Related Party Transactions

The Coliseum Loan Agreement is with Coliseum Holdings I, LLC, which is an affiliate of Coliseum Capital Management. This entity is a significant lender and mortgage holder for Lazydays, indicating a related party relationship.

Stakeholder Impact

Shareholders: Potential for increased share price stability due to improved liquidity and debt reduction, but also potential for dilution if future equity capital raises occur. The underlying financial distress and solvency concerns remain a significant risk.
Employees: Streamlining of footprint and divestitures of dealerships may lead to job reductions or reassignments at affected locations.
Customers: No direct impact mentioned, but a financially stable company can better serve its customers in the long term.
Suppliers: Improved financial health and liquidity could lead to more reliable payments and stronger relationships with suppliers, particularly for floor plan inventory.
Creditors (M&T Bank, Coliseum Holdings I, LLC, First Horizon Bank): The waivers and amendments provide a framework for debt repayment and continued support, but also reflect the company's inability to meet original terms, indicating higher risk for lenders.

Next Steps

Repay the outstanding principal balance of the Revolving Credit Facility by at least $7,500,000 between June 1, 2025, and December 31, 2025, or make a mandatory prepayment for any deficiency on December 31, 2025.
Sell unimproved properties located in Aurora, Colorado, Las Vegas, Nevada, and Waller, Texas by the Unimproved Asset Sale Outside Date.
Deliver an Updated Business Plan to the Administrative Agent by June 30, 2025, outlining strategies for financial performance, liquidity, revenue enhancement, and cost reductions.
Continue retaining a Chief Administrative Officer (CAO) from Berkeley Research Group, LLC and a financial advisor (Company FA).
Continue retaining an Investment Banker to market and advise on new capital raises through asset sales and/or debt or equity capital raises.
Deliver a deed of trust for the Waller Parcel and an amendment to the Coliseum Intercreditor Agreement by July 14, 2025.
Modify existing mortgages to cross-collateralize and secure outstanding obligations under the Floor Plan Facility by August 12, 2025 (excluding Oklahoma or Tennessee properties).
Negotiate mutually agreeable changes to Maximum Total Net Leverage Ratio and Minimum Consolidated EBITDA covenants upon delivery of the Updated Business Plan.
Negotiate the dissolution of certain dormant Loan Parties and other subsidiaries with few or no remaining assets.

Key Dates

Date	Description
2023-12-29	Date of the original Loan Agreement with Coliseum Holdings I, LLC.
2024-05-15	Date of the First Amendment to Loan Agreement with Coliseum Holdings I, LLC.
2025-02-13	Date of the Intercreditor Agreement between Coliseum and M&T Credit Agreement Administrative Agent.
2025-02-21	Date of the Second Amended and Restated Credit Agreement (M&T Credit Agreement).
2025-03-27	Date of the Limited Waiver and Consent with respect to Credit Agreement.
2025-04-30	Date of the Limited Waiver and Temporary Waiver of Defaults, Agreement to Delay May 1, 2025 Monthly Payment Date and Consent. Also, the month-end for which vehicle curtailment payments were not made and minimum liquidity covenant was not met.
2025-05-01	Date for which an accrued interest payment was not made.
2025-05-09	Date of a previous Form 8-K filing announcing divestitures.
2025-05-20	Date of the Real Estate Purchase Agreement for the Boulder Hwy Individual Property.
2025-05-23	Date of a previous Form 8-K filing announcing divestitures.
2025-05-30	Closing date for the divestiture of the dealership in Mesa, AZ.
2025-06-01	Start date for the period during which Revolving Credit Loans must be repaid by at least $7,500,000.
2025-06-02	Date of the Letter of Intent to Purchase Lazydays RV of Tulsa (Claremore LOI).
2025-06-06	Closing date for the divestiture of the dealership and related real estate in Fort Pierce, FL. Also, date of the Waiver of Release Conditions and Consent between Loan Parties and Coliseum.
2025-06-12	Date of the Limited Waiver and Fourth Amendment to Second Amended and Restated Credit Agreement and Consent (M&T Amendment) and the Waiver of Defaults and Consent (Coliseum Waiver). This is the Fourth Amendment Effective Date.
2025-06-13	Closing date for the divestiture of the dealership in Longmont, CO.
2025-06-17	Date of the press release announcing the agreements and the 8-K filing date. Las Vegas, NV divestiture expected to close later this week.
2025-06-30	End date for the period to deliver the Updated Business Plan. Also, a waived $2,500,000 amortization payment was due for the Revolving Credit Facility.
2025-07-14	Deadline to deliver a deed of trust for the Waller Parcel and an amendment to the Coliseum Intercreditor Agreement.
2025-07-31	Date prior to which the solvency representation was false when made or deemed made.
2025-08-12	Deadline to modify existing mortgages for cross-collateralization of the Floor Plan Facility (except OK/TN).
2025-09-30	A waived $2,500,000 amortization payment was due for the Revolving Credit Facility.
2025-12-31	End date for the period during which Revolving Credit Loans must be repaid by at least $7,500,000. Also, a waived $2,500,000 amortization payment was due for the Revolving Credit Facility, and a mandatory prepayment for any deficiency will be due.

Recommendation

hold

Keywords

Lazydays Holdings Inc., GORV, SEC Filing, 8-K, Credit Agreement, Waiver, Amendment, Financial Restructuring, Debt Reduction, Liquidity, Divestitures, Asset Sales, RV Industry, M&T Bank, Coliseum Capital Management, Financial Covenants, Corporate Governance, Risk Management

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.