Blueprint
RumbleOn, Inc. Announces Pricing of $30 Million
Convertible Notes and $9.5 Million Common Stock Private
Offerings
DALLAS, TX, May 10, 2019 (GLOBE NEWSWIRE) – RumbleOn, Inc.
(NASDAQ: RMBL) today announced the pricing of $30 million aggregate
principal amount of 6.75% convertible senior notes due 2024 (the
“notes”) in a private placement to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended (the
“Act”). In addition, RumbleOn today announced the
pricing of a private placement, pursuant to Regulation D under the
Act, of 1,900,000 shares of its Class B Common Stock (the
“Class B Common Stock”) at a price of $5.00 per share.
The offerings are expected to close on May 14, 2019, subject to
customary closing conditions, and are expected to result in
aggregate net proceeds of approximately $36.4 million, after
deducting the initial purchaser’s discounts and commissions,
placement agent fees and estimated offering expenses. Neither
offering is contingent upon the closing of the other
offering.
The notes will be senior unsecured obligations of RumbleOn, and
interest of 6.75% per year will be payable semi-annually in arrears
on May 1 and November 1 of each year, beginning on November 1,
2019. The notes will mature on May 1, 2024 unless repurchased,
redeemed or converted in accordance with their terms prior to such
date.
RumbleOn expects to use approximately $11.1 million of the net
proceeds from the offerings to refinance certain outstanding
restrictive indebtedness and the remainder for other general
corporate purposes, which may include increased spending on
marketing and advertising, and expenditures necessary to grow the
business. Pending these uses, RumbleOn may invest the net proceeds
in short-term interest-bearing investment grade
instruments.
The initial conversion rate for the notes is 173.9130 shares of
Class B Common Stock per $1,000 principal amount of notes (which is
equivalent to an initial conversion price of approximately $5.75
per share of Class B Common Stock). The initial conversion price of
the notes represents a premium of 15% to the $5.00 per share sales
price in the Class B Common Stock private placement. Prior to the
close of business on the business day immediately preceding
November 1, 2023, the notes will be convertible at the option of
the noteholders only upon the satisfaction of specified conditions
and during certain periods. Thereafter until the close of business
on the business day preceding the maturity date, the notes will be
convertible at the option of the noteholders at any time regardless
of these conditions. Conversions of the notes will be settled in
cash, shares of Class B Common Stock or a combination thereof, at
RumbleOn’s election, as well as, under certain circumstances,
a make-whole premium payable in cash or Class B Common
Stock.
RumbleOn may not redeem the notes prior to May 6, 2022. RumbleOn
may redeem all or any portion of the notes, at its option, for cash
on or after May 6, 2022 if the last reported sale price of the
Class B Common Stock has been at least 150% of the conversion price
then in effect for at least 20 trading days (whether or not
consecutive), including the trading day immediately before the date
on which RumbleOn provides notice of redemption, during any 30
consecutive trading day period ending on, and including, the
trading day immediately before the date on which RumbleOn provides
notice of redemption at a redemption price equal to 100% of the
principal amount of the notes to be redeemed, plus accrued and
unpaid interest to, but excluding, the redemption
date.
Upon the occurrence of certain events that constitute a fundamental
change under the indenture governing the notes, holders of the
notes will have the right to require RumbleOn to repurchase all or
a portion of their notes at a repurchase price equal to 100% of
their principal amount, plus accrued and unpaid interest to, but
excluding the repurchase date. Under certain circumstances,
RumbleOn will also be required to increase the conversion rate for
holders who convert their notes in connection with certain events,
including any fundamental change, occurring prior to the maturity
date or in connection with RumbleOn’s issuance of a notice of
redemption.
This announcement is neither an offer to sell nor a solicitation of
an offer to buy any securities and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offer,
solicitation or sale is unlawful. The notes, the shares of
Class B Common Stock issuable upon conversion of the notes, if any,
and the shares of Class B Common Stock to be sold in the concurrent
common stock offering have not been, and will not be, registered
under the Act or the securities laws of any other jurisdiction and
may not be offered or sold in the United States without
registration or an applicable exemption from registration
requirements. We have granted certain registration rights to the
holders of the securities sold in these offerings.
Forward-Looking Statements
This press release includes forward-looking statements within the
meaning of Section 27A of the Act and Section 21E of the Securities
Exchange Act of 1934. These statements involve risks and
uncertainties that could cause actual results to differ materially,
including, but not limited to, whether RumbleOn will be able to
consummate the offering of notes and the Class B Common Stock, the
satisfaction of customary closing conditions with respect to the
offerings, and the anticipated use of net proceeds of the offerings
which could change as a result of market conditions or for other
reasons. Forward-looking statements may be identified by the use of
the words “may,” “will,”
“expect,” “intend,” and other similar
expressions. These forward-looking statements are based on
estimates and assumptions by RumbleOn’s management that,
although believed to be reasonable, are inherently uncertain and
subject to a number of risks. Actual results may differ materially
from those anticipated or predicted by RumbleOn’s
forward-looking statements. All forward-looking statements are
subject to other risks detailed in RumbleOn’s Annual Report
on Form 10-K for the year ended December 31, 2018 and the risks
discussed in RumbleOn’s other filings with the Securities and
Exchange Commission. You are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the
date hereof. All forward-looking statements are qualified in their
entirety by this cautionary statement, and RumbleOn undertakes no
obligation to revise or update this press release to reflect events
or circumstances after the date hereof, except as required by
applicable law.
Investor Relations:
The Blueshirt Group
Whitney
Kukulka
investors@rumbleon.com
Press Contact
RumbleOn
Martin
McBride
Martin@rumbleon.com
Source:
RumbleOn, Inc.