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8-K - CURRENT REPORT - RumbleOn, Inc. | rmbl_8k.htm |
Exhibit 99.1
RumbleOn Announces Additional Private Placement of $1.25 Million
Convertible Notes with Geode Capital Management, LLC
Dallas,
Texas, January 14, 2020 – RumbleOn, Inc. (NASDAQ: RMBL) (the
“Company”), the e-commerce company using innovative
technology to simplify how dealers and consumers buy, sell, trade
or finance pre-owned vehicles, today announced that Geode Capital
Management, LLC (“Geode”) will participate in the
previously announced note exchange and will exchange $5 million of
the Company’s 6.75% Convertible Senior Notes due 2024 (the
“Old Notes”) for new 6.75% Convertible Senior Notes due
2025 (the “New Notes”) as well as subscribe to purchase
$1.25 million of additional New Notes (the “Note
Offering”). The New Notes will be issued pursuant to an
indenture on substantially the same terms as the 2024 Notes,
however the initial conversion rate of the New Notes will be 500
shares of Class B Common Stock per $1,000 principal amount. As a
result of Geode’s participation, all investors in the Old
Notes have agreed to exchange all currently outstanding Old Notes
for New Notes and have agreed to purchase, in aggregate, an
additional $8.75 million in New Notes.
Neither
the note exchange nor the purchase of New Notes have been
registered under the U.S. Securities Act of 1933, as amended, and
the New Notes may not be offered or sold absent registration or an
applicable exemption therefrom. The Company has agreed to file with
the Securities and Exchange Commission a registration statement
with respect to the resale of the New Notes and the shares of Class
B Common Stock underlying the New Notes, and to have such
registration statement declared effective by the Securities and
Exchange Commission no later than 120 days after the date of the
Exchange and Subscription Agreement, as amended, entered into by
the Company with the investors in the New Notes.
RumbleOn
intends to use the net proceeds from the offering of New Notes and
the previously announced equity offering for working capital and
general corporate purposes, which may include further technology
development, increased spending on marketing and advertising, and
capital expenditures necessary to further grow the
business.
The New
Note offering and the equity offering are expected to close on
January 14, 2020, subject to customary closing
conditions.
About RumbleOn, Inc.
RumbleOn
(NASDAQ: RMBL) is an e-commerce company that uses innovative
technology to simplify how dealers and customers buy, sell, trade,
or finance pre-owned vehicles through RumbleOn’s 100% online
marketplace. Leveraging its capital-light network of 17 regional
partnerships and innovative technological solutions, RumbleOn is
disrupting the old-school pre-owned vehicle supply chain by
providing users with the most efficient, timely and transparent
transaction experience. For more information, please visit
http://www.rumbleon.com.
Cautionary Note on Forward-Looking Statements
This
press release contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995 regarding the proposed offerings and the intended use of
proceeds from the offerings. The offerings are subject to market
and other conditions, and there can be no assurance as to whether
or when the offerings may be completed, or as to the actual size or
terms of the offerings. Readers are cautioned not to place undue
reliance on these forward-looking statements, which are based on
our expectations as of the date of this press release and speak
only as of the date of this press release and are advised to
consider the factors listed above together with the additional
factors under the heading “Forward-Looking Statements”
and “Risk Factors” in the Company’s Annual Report
on Form 10-K for the year ended December 31, 2018, as may be
supplemented or amended by the Company’s Quarterly Reports on
Form 10-Q and other filings with the SEC, including the preliminary
prospectus supplement. We undertake no obligation to publicly
update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise, except as required
by law.