DEFM14C: Lazydays Holdings to Liquidate After Asset Sale Approval

Stockholders of Lazydays Holdings, Inc. approved the sale of substantially all company assets and a plan of liquidation, with no expected return for common stockholders.

Summary

• Lazydays Holdings, Inc. (the Company) and its subsidiaries (Sellers) entered into an Asset Purchase Agreement on October 6, 2025, to sell substantially all assets to CIRV Group, LLC and CIRV Group Real Estate Holdings, LLC (Purchasers), affiliates of Campers Inn.
• The estimated aggregate purchase price for the Asset Sale is $246.5 million, comprising $30 million for non-RV inventory assets, a variable price for RV inventory, and $34.9 million for owned real property.
• The Board of Directors and Majority Holders (holding approximately 68.25% of common stock) approved an Amended Plan of Liquidation and Dissolution on October 14, 2025, following the Asset Sale.
• The Company expects that proceeds from the Asset Sale and subsequent liquidation will be insufficient to repay all secured and unsecured creditors in full, resulting in no return for common stockholders.
• The Asset Sale will occur in a series of site-by-site closings, with the final closing expected by December 1, 2025.
• Purchasers will assume certain liabilities and continue operations at five Assumed Dealerships (Tucson, Johnstown, Seffner, Knoxville, St. George), while also acquiring assets from other locations and three parcels of bare land.

Sentiment

Score: 1

Explanation: The sentiment is extremely negative as the company is liquidating, and common stockholders are explicitly warned to expect a significant or complete loss of their investment due to insufficient funds to cover all liabilities.

Positives

• The Board determined that the Asset Purchase Agreement and Asset Sale maximize reasonably attainable value for Lazydays' residual claimants given the Company's financial constraints.
• The Asset Sale is the result of an extensive marketing and auction process facilitated by investment bankers, indicating a thorough exploration of alternatives.
• The Purchasers' obligation to consummate the Asset Sale is limited to four specific conditions, reducing closing uncertainty.
• The Purchasers did not require purchase price escrows or holdbacks and waived post-closing recourse against the Company, absent fraud.

Negatives

• Common stockholders are expected to experience a significant or complete loss of their investment, as proceeds are unlikely to cover all secured and unsecured creditor claims.
• The Company faces substantial operating losses, limited cash resources, and an inability to secure additional capital to operate as an independent going concern.
• Lazydays has substantial secured and unsecured indebtedness and outstanding trade payables, with an inability to refinance such debt.
• The Company's lenders have continuously reduced floorplan commitments and expressed a desire to cease providing floorplan credit facilities.
• The Asset Purchase Agreement includes a $10 million breakup fee if Lazydays terminates the agreement to accept a superior offer, limiting flexibility.
• A previous Rights Offering, intended to raise $25 million, only generated approximately $37,000 in gross proceeds, highlighting severe capital raising difficulties.

Risks

• Potential delays in consummating the Asset Sale and other transactions contemplated by the Asset Purchase Agreement.
• Execution costs in connection with the Asset Sale and other transactions.
• The occurrence of any event, change, or other circumstance that could give rise to the termination of the Asset Purchase Agreement.
• Disruption of management's attention from the Company's ongoing business operations due to the Asset Sale.
• The effect of the announcement of the Asset Sale on the Company's relationships with its vendors and employees, and its operating results and business generally.
• The risk that the Company may not have sufficient cash to sustain operations through the completion of the Asset Sale and may need additional financing and/or waivers or amendments to financial obligations and covenants with lenders, all of which are uncertain and may not be available.
• The outcome of any legal proceedings against Lazydays.
• The consideration from the Asset Sale is not expected to be sufficient to satisfy the Company's substantial secured and unsecured claims, leading to no recovery for stockholders.

Future Outlook

Following the completion of the Asset Sale, Lazydays Holdings, Inc. will have no remaining operations and expects to wind up and liquidate its remaining assets, liabilities, and affairs. The Company anticipates that proceeds from the liquidation will not be sufficient to repay all unsecured creditors in full, and therefore, no return is expected for common stockholders. The Board may, in its discretion, abandon the liquidation and dissolution at any time prior to the dissolution.

Management Comments

• The Board determined that the Asset Purchase Agreement, the Asset Sale, and the other transactions contemplated thereby maximize reasonably attainable value for Lazydays' residual claimants.
• The Board unanimously determined that it was fair, advisable, expedient, and in the best interest of the Company and its residual claimants to enter into the Asset Purchase Agreement and adopt the initial plan of dissolution.

Industry Context

The RV dealership industry is experiencing 'ongoing industry headwinds and broader macroeconomic uncertainty,' which influenced potential buyers' interest in acquiring the entire company. Lazydays, which operated 13 dealerships in 10 states and believed it operated the world's largest RV dealership in Tampa, is being acquired by CIRV Group, LLC and CIRV Group Real Estate Holdings, LLC, affiliates of Campers Inn, the nation's largest family-operated RV dealership group with over 30 locations.

Comparison to Industry Standards

• NA The filing does not provide specific comparable company or project results, nor does it detail global benchmarks for the RV dealership industry's financial performance or valuation metrics. It primarily focuses on the Company's internal financial distress and the outcome of its strategic review process.

Management Changes

Corporate Governance

Legal Proceedings

• The Company acknowledges the risk of 'the outcome of any legal proceedings against Lazydays' as a factor that could cause actual results to differ materially from forward-looking statements. No specific pending material litigation is detailed beyond this general risk.

Related Party Transactions

• Coliseum Capital Management, LLC (CCM), the Company's majority stockholder (77.35% of common stock), was actively involved in discussions regarding potential strategic transactions and submitted an illustrative term sheet for financing to provide liquidity.

Stakeholder Impact

• Shareholders: Expected to experience a significant or complete loss of their investment due to insufficient proceeds to cover all liabilities.
• Secured Creditors: Expected to receive payments in accordance with existing contractual priorities, necessary to obtain releases of their liens.
• Unsecured Creditors: May not be repaid in full, as the Company expects insufficient cash after secured debt payments.
• Employees: Employees at Assumed Dealerships will be terminated by Sellers and offered employment by Purchasers with substantially comparable compensation and benefits. Other employees will be terminated as the Company winds down operations.

Next Steps

• Consummate the Asset Sale in a series of site-by-site closings, with target dates ranging from November 13, 2025, to November 26, 2025.
• File a certificate of dissolution with the Secretary of State of Delaware after the final closing of the Asset Sale.
• Liquidate remaining assets and pay or make reasonable provision for all claims and obligations, including contingent and unmatured contractual claims.
• Wind up the business affairs of the Company and its subsidiaries.
• The Board may, in its discretion, modify, amend, or abandon the Plan of Dissolution at any time prior to the effective time of dissolution.

Key Dates

Recommendation

The recommendation is 'sell' because the company has approved an asset sale and a plan of liquidation, explicitly stating that common stockholders are expected to receive no return on their investment. The proceeds from the sale are insufficient to cover all secured and unsecured debts, leading to a complete loss for equity holders. Any remaining shares hold no intrinsic value given the impending dissolution and the stated financial outcome.

Keywords

RV dealership, asset sale, liquidation, dissolution, SEC filing, financial distress, stockholder loss, debt, creditors, Campers Inn, Lazydays Holdings