UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): | May 13, 2022 |
LAZYDAYS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-38424 | | 82-4183498 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| 4042 Park Oaks Blvd., Suite 350, Tampa, Florida | | 33610 |
| (Address of principal executive offices) | | (Zip Code) |
| Registrant’s telephone number, including area code | (813) 246-4999 |
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock | | LAZY | | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On May 13, 2022, LDRV Holdings Corp., Lazydays RV America, LLC, Lazydays RV Discount, LLC and Lazydays Mile HI RV, LLC (collectively with certain other subsidiary entities, the “Borrowers”) entered into the first amendment (the “First Amendment”) to the amended and restated credit agreement, dated as of July 14, 2021 (the “Credit Agreement”, and together with the First Amendment, the “Agreement”), with Manufacturers and Traders Trust Company (“M&T”), as Administrative Agent, Swingline Lender, Issuing Bank and a Lender, and other financial institutions as Lender parties.
The First Amendment amends the Credit Agreement primarily to: (i) replace the London Interbank Offered Rate (“LIBOR”) with the Secured Overnight Financing Rate (“SOFR”) as the applicable reference rate, and update certain related provisions; and (ii) amend the change in control provisions to prevent an inadvertent trigger of a change in control by Coliseum Capital Management, LLC and its affiliates, one of the Company’s large stockholders.
All of the lenders under the Agreement or their affiliates have various other relationships with the Company and its subsidiaries involving the provision of financial services and some may serve as a source of retail financing for the Company’s customers. In addition, one of the lenders under the Agreement was a lender under the Company’s prior credit agreement.
The description of the First Amendment is qualified in its entirety by reference to the full text of the First Amendment, filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | | Description |
| | | |
| 10.1* | | First Amendment to Amended and Restated Credit Agreement, dated as of May 13, 2022, by and among LDRV Holdings Corp., Lazydays RV America, LLC, Lazydays RV Discount, LLC and Lazydays Mile HI RV, LLC, Manufacturers and Traders Trust Company, as Administrative Agent, Swingline Lender, Issuing Bank and a Lender, and other financial institutions as Lender parties. |
| | | |
| 104 | | Cover Page Interactive Data File (formatted as inline XBRL). |
| | | |
| * | | Schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. We agree to furnish supplementally a copy of such omitted materials to the SEC upon request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | LAZYDAYS HOLDINGS, INC. |
| | | |
| May 17, 2022 | By | /s/ Nicholas J. Tomashot |
| Date | | Nicholas J. Tomashot |
| | | Chief Financial Officer |
