Attached files
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): March 12,
2021
RumbleOn, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or Other Jurisdiction of
Incorporation)
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001-38248
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46-3951329
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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901
W. Walnut Hill LaneIrving,
Texas
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75038
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(214) 771-9952
(Registrant’s Telephone Number, Including Area
Code)
(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:
☐
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
☐
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2 (b))
☐
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:
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Title of each class
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Trading Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.001 par value
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RMBL
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The
Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
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.
Plan of Merger and Equity Purchase Agreement
On March 12, 2021, RumbleOn, Inc. (the
“Company” or “RumbleOn”) entered into a
Plan of Merger and Equity Purchase Agreement (the
“Agreement”) with RO Merger Sub I, Inc., an Arizona
corporation and wholly owned subsidiary of the Company
(“Merger Sub I”), RO Merger Sub II, Inc., an Arizona
corporation and wholly owned subsidiary of the Company
(“Merger Sub II”), RO Merger Sub III, Inc., an Arizona
corporation and wholly owned subsidiary of the Company
(“Merger Sub III”), RO Merger Sub IV, Inc., an Arizona
corporation and wholly owned subsidiary of the Company
(“Merger Sub IV,” and together with Merger Sub I,
Merger Sub II, and Merger Sub III, the “Merger
Subs”), C&W Motors,
Inc., an Arizona corporation, Metro Motorcycle, Inc., an Arizona
corporation, Tucson Motorcycles, Inc., an Arizona corporation, and
Tucson Motorsports, Inc., an Arizona corporation, William Coulter,
an individual (“Coulter”), Mark Tkach, an individual
(“Tkach” and together with Coulter, the
“Principal Owners”), and certain other persons who own
equity interests in the Acquired Companies (as defined in the
Agreement) and execute a Seller
Joinder (as defined in the Agreement) (together with the Principal
Owners, the “Sellers” and each, a
“Seller”), and Tkach, as the representative of the
Sellers (the “Sellers’ Representative”). The
Acquired Companies own and operate powersports retail dealerships
under the RideNow brand which include sales, financing, and parts
and service of new and used motorcycles, ATVs, UTVs, scooters, side
by sides, sport bikes, cruisers, watercraft, and other vehicles and
ancillary businesses and activities relating
thereto.
The Agreement provides that, upon the terms and
subject to the conditions set forth in the Agreement, (i) the
Company will acquire all of the equity interests (the “Equity
Purchases”) in the Transferred Entities (as defined in the
Agreement), (ii) Merger Sub I
will merge with and into C&W Motors, Inc., with C&W Motors,
Inc. continuing as a surviving corporation, (iii) Merger Sub II
will merge with and into Metro Motorcycle, Inc., with Metro
Motorcycle, Inc. continuing as a surviving corporation, (iv) Merger
Sub III will merge with and into Tucson Motorcycles, Inc., with
Tucson Motorcycles, Inc. continuing as a surviving corporation, and
(v) Merger Sub IV will merge with and into Tucson Motorsports,
Inc., with Tucson Motorsports, Inc. continuing as a surviving
corporation, in each case under the laws of the State of Arizona
and each as a wholly-owned subsidiary of the Company (the
“Mergers”). The Equity Purchases and the Mergers will
result in the acquisition from the Sellers of up to 46 Acquired
Companies (the “Transaction”). The Transaction is
expected to close (the “Closing”) in the second or
third quarter of 2021. Effective as of the Closing, Tkach and
Coulter will become executive officers and directors of the
Company.
The Agreement provides that the Company will
acquire the Acquired Companies in exchange for (i) $400,400,000 in
cash plus or minus any adjustments for net working capital and
closing indebtedness, and (ii) shares of the Company's Class B
Common Stock having a value of $175,000,000 (the “Closing
Payment Shares”), valued equally, on a per share basis, based
upon the lowest value of (A) $30.00; (B) the VWAP of the Company's
Class B Common Stock for the twenty (20) trading days immediately
preceding the Closing, and (C) the value on a per share basis paid
for the Class B Common Stock or any shares underlying securities
convertible into or exercisable for Class B Common Stock by any
person which purchases Class B Common Stock or any shares
underlying securities convertible into or exercisable for Class B
Common Stock from the Company from the date of the Agreement until
the Closing not including purchases of Class B Common Stock
underlying currently outstanding options, warrants, convertible
notes, or other derivative securities. Ten percent (10%) of the
Closing Payment Shares will be escrowed at Closing and will be
released pursuant to the terms of the Agreement.
The Company will finance the cash
consideration through a combination of approximately $280,000,000
of debt provided by the Initial Lender (as defined below) and
through the issuance of new equity for the remainder
thereof.
Each of the Company, the Merger Subs, and the
Sellers has provided customary representations, warranties and
covenants in the Agreement. The completion of the Transaction is
subject to various closing conditions, including (a) the making of
all filings and other notifications required to be made under any
Antitrust Law (as defined in the Agreement) for the consummation of the Transaction, the
expiration or termination of all waiting periods relating thereto,
and the receipt of all clearances, authorizations, actions,
non-actions, or other consents required from a governmental
authority under any Antitrust Law for the consummation of the
Transaction, (b) performance in all respects by each party of its
covenants and agreements, (c) the Company obtaining stockholder
approval of the Transaction and related matters, (d) the Closing
Payment Shares being approved for listing on Nasdaq, and (e) the
receipt of consent to the Transaction from certain powersports
manufacturers.
Certain
RideNow minority equity holders are not initially parties to the
Agreement and some of such minority holders have rights of first
refusal (“ROFR”) with respect to the RideNow entity in
which they own a stake. If any of these equity holders either
decide not to sell their interests to the Company or to exercise
their ROFR, RumbleOn will not be able to acquire all of the Equity
Interests of the Acquired Companies, or in certain cases any
interests in an Acquired Company, and the consideration payable
therefor in the Transaction will be correspondingly reduced.
RideNow anticipates that all minority owners will participate in
the Transaction and that no minority owners will exercise their
ROFR, but there is no assurance this will occur.
The
Agreement contains certain termination rights for both the Company
and the Sellers' Representative. Both the Company and the Sellers'
Representative have the right to terminate the Agreement if the
Closing does not occur on or before June 30, 2021, subject to
certain rights of the parties to extend the termination date to
July 31, 2021, as set forth in the Agreement.
The
foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by the Agreement a copy
of which is attached to hereto as Exhibit 2.1, and is incorporated
herein by reference.
Commitment Letter
On
March 12, 2021, the Company entered into a commitment letter (the
“Commitment Letter”) with Oaktree Capital Management,
L.P. ( “Oaktree”). The Commitment Letter provides that,
subject to the conditions set forth therein, Oaktree or certain
funds or accounts within its Strategic Credit Strategy (the
“Initial Lender”) commits to provide senior secured
term loan facilities in an aggregate principal amount of up to
$400,000,000 (the “Credit Facility”), comprised of (i)
an initial advance of $280,000,000 to fund the Transaction,
consummate the Refinancing (as defined in the Commitment Letter)
and pay the Transaction costs and (ii) a delayed draw term facility
of up to $120,000,000 to fund permitted acquisitions and similar
investments and related fees and expenses.
The
Credit Facility interest rates will be, at the option of the
Company, (a) Adjusted LIBOR (as defined in the Commitment Letter)
plus 8.25%, of which (i) Adjusted LIBOR plus 7.25% shall be paid in
cash and (ii) 1.00% shall be payable in kind or (b) ABR (as defined
in the Commitment Letter) plus 7.25%, of which (i) ABR plus 6.25%
shall be paid in cash and (ii) 1.00% shall be payable in kind. The
Credit Facility shall mature on the fifth anniversary of the
Closing date of the Transaction (subject to extension with the
consent of only the extending lender).
The
Company and its subsidiaries will grant certain security interests
to the Initial Lender to secure the Credit Facility, subject to
certain exceptions and permitted liens, all to be more fully set
forth in the definitive documentation for the Credit Facility. The
Credit Facility will be subject to prepayment with the proceeds of
certain events including 50% of excess cash flow, 100% of certain
asset sales, 100% of proceeds of certain debt issuances, and 50% of
certain public or private equity financings. The Commitment Letter
provides that the Credit Facility will contain customary
affirmative and negative covenants, and events of default, subject
to certain carve-outs and exceptions as more fully described in the
Commitment Letter.
The
commitment to provide the Credit Facility is subject to certain
conditions, including: the receipt of customary closing documents,
completion of applicable “know your customer” requests
and delivery of documentation related thereto, no material adverse
change, delivery of customary financial reporting, specified
representations and warranties, perfection of certain security
interests, and delivery of customary legal opinions. The Company
will pay certain fees and expenses in connection with obtaining the
Credit Facility.
The
foregoing description of the Commitment Letter and the transactions
contemplated thereby does not purport to be complete and is subject
to, and qualified in its entirety by, the full text of the
Commitment Letter, a copy of which is attached to hereto as Exhibit
10.1, and is incorporated herein by reference.
Warrant
In
connection with the Commitment Letter, in lieu of a commitment fee,
the Company has agreed to issue to Oaktree a warrant purchase a
number of shares of Class B Common Stock at an exercise price per
share to be determined either at Closing or at termination of the
Commitment Letter (the “Warrant”). If issued at
Closing, the Warrant will be for that number of shares equal to
$40,000,000 divided by the lowest price per share at which equity
is issued in connection with financing the Transaction, which price
shall also be the exercise price. If issued in connection with a
termination of the Commitment Letter, the Warrant will be issued to
purchase that number of shares equal to five percent (5%) of the
Company's fully diluted market capitalization at the close of
business on the day after a termination of the Commitment Letter is
publicly announced divided by the weighted average price of the
Company's Class B Common Stock for the five days immediately
preceding such date, which price shall also be the exercise price.
The Warrant is immediately exercisable upon the Closing or five
days after the termination of the Commitment Letter and expires
eighteen (18) months after the Closing or termination of the
Commitment Letter.
The
foregoing description of the Warrant is qualified, in its entirety,
by the full text of the Warrant, a copy of which is attached hereto
as Exhibit 4.1, and is incorporated by reference
herein.
Bridge Loan
Also
in connection with the Transaction, on March 12, 2021, the Company
and its subsidiary, NextGen Pro, LLC (“NextGen Pro”),
executed a secured promissory note with BRF Finance Co., LLC
(“BRF Finance”), an affiliate of B. Riley Securities,
Inc., pursuant to which BRF Finance has loaned the Company
$2,500,000 (the “Bridge Loan”). The Bridge Loan matures
on the earlier of September 30, 2021 or upon the issuance of debt
or equity above a threshold. The Bridge Loan is secured by certain
intellectual property assets held by NextGen Pro as set forth in
Exhibit A to the secured promissory note. Interest will accrue on
the Bridge Loan until maturity (by acceleration or otherwise) at a
rate of 12% annually.
The
foregoing description of the Bridge Loan is qualified, in its
entirety, by the full text of the secured promissory note, a copy
of which is attached hereto as Exhibit 10.2, and is incorporated by
reference herein.
Certificate of Amendment and Changes to Incentive Plan
In
contemplation of the Transaction, on March 9, 2021, the Board of
Directors (the "Board") approved, subject to stockholder approval,
(i) an amendment to the Articles of Incorporation of the Company to
increase the number of shares of authorized Class B Common Stock to
100,000,000 (the “Certificate of Amendment”), and (ii)
an amendment to the RumbleOn, Inc. 2017 Stock Incentive Plan (the
“Incentive Plan”) to increase the authorized shares of
Class B Common Stock available under the Incentive Plan from
700,000 shares to 2,700,000 shares and extend the term of the
Incentive Plan for an additional ten years.
Registration Rights and Lock-Up Agreement
In
connection with the Transaction, on March 12, 2021, the Company
entered into a registration rights and lock-up agreement, by and
among the Company and certain equity holders of the Acquired
Companies (the “Registration Rights Agreement”).
Pursuant to the Registration Rights Agreement (i) the Company
agreed to file a resale registration statement for the Registrable
Securities (as defined in the Registration Rights Agreement) no
later than thirty (30) days following the Closing, and to use
commercially reasonable efforts to cause it to become effective as
promptly as practicable following such filing, (ii) the equity
holders were granted certain piggyback registration rights with
respect to registration statements filed subsequent to the Closing,
and (iii) the Lock-Up Holders (as defined in the Registration
Rights Agreement) agreed, subject to certain customary exceptions,
not to sell, transfer or dispose of any Company common stock for a
period of one hundred and eighty (180) days from the
Closing.
The
foregoing description of the Registration Rights Agreement does not
purport to be complete and is qualified in its entirety by the
terms and conditions of the Registration Rights Agreement, which is
attached hereto as Exhibit 10.3, and is incorporated herein by
reference.
Item 1.02. Termination of a Material Definitive
Agreement.
On
March 12, 2021, Marshall Chesrown and Steven Berrard terminated the
Amended and Restated Stockholders’ Agreement by and among the
Company, Mr. Chesrown, Mr. Berrard, Berrard Holdings Limited
Partnership, and the other stockholders listed thereto, dated as of
February 8, 2017, as amended.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The
disclosure included in Item 1.01 above is incorporated herein by
reference.
Item 3.02. Unregistered Sales of Equity
Securities.
The
disclosure included in Item 1.01 above is incorporated herein by
reference. The issuances of shares of the Company's Class B Common
Stock in the Transaction and the Warrant (including the underlying
Class B Common Stock) in Item 1.01 above will be exempt from the
registration requirements of the Securities Act of 1933, as amended
(the “Securities Act”), in accordance with Section
4(a)(2) and Regulation D, Rule 506 thereunder, as transactions by
an issuer not involving a public offering.
Item 7.01 Regulation FD Disclosure
Attached
hereto as Exhibit 99.1 and Exhibit 99.2 and incorporated into this
Item 7.01 by reference are the investor presentation and
corresponding script, respectively, that will be used by the
Company and RideNow in making presentations to certain existing
stockholders of the Company and other persons with respect to the
Transaction.
Attached
hereto as Exhibit 99.3 and incorporated into this Item 7.01 by
reference is the transcript from a pre-recorded introductory video
by the Company.
The
information in this Item 7.01 (including Exhibits 99.1, 99.2 and
99.3) is being furnished and shall not be deemed to be filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise be subject
to the liabilities of that section, nor shall it be deemed to be
incorporated by reference in any filing under the Securities Act,
or the Exchange Act.
Item 8.01 Other Events.
On
March 15, 2021, the Company and RideNow issued a joint press
release announcing the signing of the Agreement. A copy of the
press release is attached hereto as Exhibit 99.4, and is
incorporated herein by reference.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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2.1*
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Plan of
Merger and Equity Purchase Agreement, dated March 12,
2021.
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Warrant,
dated March 12, 2021
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Commitment
Letter, dated March 12, 2021
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Secured
Promissory Note, dated March 12, 2021
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Registration
Rights and Lock-Up Agreement, dated March 12,
2021
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99.1**
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Investor
Presentation, dated March 2021
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99.2**
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Investor
Presentation Script, dated March 15, 2021
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99.3**
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Transcript
of Recorded Introductory Video, dated March 15, 2021
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Press
release, dated March 15, 2021
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*
Schedules have been
omitted pursuant to Item 601(a)(5) of Regulation S-K. The
registrant hereby undertakes to furnish copies of any of the
omitted schedules upon request by the U.S. Securities and Exchange
Commission.
**
Furnished but not
filed.
Additional Information about the Transaction and Where to Find
It
In
connection with the Transaction, RumbleOn intends to file relevant
materials with the SEC, including a preliminary proxy statement,
and when available, a definitive proxy statement. Promptly after
filing its definitive proxy statement with the SEC, RumbleOn will
mail the definitive proxy statement and a proxy card to each
RumbleOn stockholder entitled to vote at the meeting of
stockholders relating to the Transaction. INVESTORS AND
STOCKHOLDERS OF RUMBLEON ARE URGED TO READ THESE MATERIALS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT RUMBLEON
WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT RUMBLEON, RIDENOW, AND THE
TRANSACTION. The definitive proxy statement, the preliminary proxy
statement, and other relevant materials in connection with the
Transaction (when they become available), and any other documents
filed by RumbleOn with the SEC, may be obtained free of charge at
the SEC’s website (www.sec.gov) or by visiting RumbleOn's
investor relations section at www.rumbleon.com. The information
contained on, or that may be accessed through, the websites
referenced in this report is not incorporated by reference into,
and is not a part of, this report.
Participants in the Solicitation
RumbleOn
and its directors and executive officers may be deemed participants
in the solicitation of proxies from RumbleOn’s stockholders
with respect to the Transaction. A list of the names of those
directors and executive officers and a description of their
interests in RumbleOn will be included in the proxy statement for
the proposed business combination and will be available at
www.sec.gov. Additional information regarding the interests of such
participants will be contained in the proxy statement relating to
the Transaction when available. Information about RumbleOn’s
directors and executive officers and their ownership of
RumbleOn’s common stock is set forth in RumbleOn’s
definitive proxy statement for its 2020 Annual Meeting of
Stockholders filed with the SEC on July 29, 2020. Other information
regarding the interests of the participants in the proxy
solicitation will be included in the proxy statement relating to
the Transaction when it becomes available. These documents can be
obtained free of charge from the sources indicated
above.
RideNow
and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the stockholders
of RumbleOn in connection with the Transaction. A list of the names
of such directors and executive officers and information regarding
their interests in the proposed business combination will be
included in the proxy statement relating to the
Transaction.
No Offer or Solicitation
This
report does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or
approval, by RumbleOn, nor shall there be any sale of the
securities in any state in which such offer, solicitation or sale
would be unlawful before the registration or qualification under
the securities laws of such state. Any offering of the securities
will only be by means of a statutory prospectus meeting the
requirements of the rules and regulations of the SEC and applicable
law.
Forward Looking Statements
Certain
statements made in this report are “forward-looking
statements” within the meaning of the “safe
harbor” provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements may be identified by
the use of words such as “target,”
“believe,” “expect,” “will,”
“shall,” “may,” “anticipate,”
“estimate,” “would,”
“positioned,” “future,”
“forecast,” “intend,” “plan,”
“project,” “outlook”, and other similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters. Examples of
forward-looking statements include, among others, statements made
in this report regarding the Transaction, including the benefits of
the Transaction, revenue opportunities, anticipated future
financial and operating performance, and results, including
estimates for growth, and the expected timing of the Transaction.
Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based only on
management’s current beliefs, expectations, and assumptions.
Because forward-looking statements relate to the future, they are
subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict and many of which are
outside of RumbleOn's control. Actual results and outcomes may
differ materially from those indicated in the forward-looking
statements. Therefore, you should not rely on any of these
forward-looking statements. Important factors that could cause
actual results and outcomes to differ materially from those
indicated in the forward-looking statements include, among others,
the following: (1) the occurrence of any event, change, or other
circumstances that could give rise to the termination of the
Transaction; (2) the failure to obtain debt and equity financing
required to complete the Transaction; (3) failure to obtain the OEM
approvals; (4) the inability to complete the Transaction, including
due to failure to obtain approval of the stockholders of RumbleOn,
certain regulatory approvals, or satisfy other conditions to
closing in the Agreement; (5) the impact of COVID-19 pandemic on
RumbleOn's business and/or the ability of the parties to complete
the Transaction; (6) the risk that the Transaction disrupts current
plans and operations as a result of the announcement and
consummation of the Transaction; (7) the ability to recognize the
anticipated benefits of the proposed business combination, which
may be affected by, among other things, competition, the ability of
management to integrate the combined company's business and
operation, and the ability of the parties to retain its key
employees; (8) costs related to the Transaction; (9) changes in
applicable laws or regulations; (10) risks relating to the
uncertainty of the proforma projected financial information with
respect to the combined company; and (11) other risks and
uncertainties indicated from time to time in the preliminary and
definitive proxy statements to be filed with the SEC relating to
the Transaction, including those under “Risk Factors”
therein, and in RumbleOn's other filings with the SEC. RumbleOn
cautions that the foregoing list of factors is not exclusive.
RumbleOn cautions readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
RumbleOn does not undertake or accept any obligation or undertaking
to release publicly any updates or revisions to any forward-looking
statements to reflect any change in their expectations or any
change in events, conditions, or circumstances on which any such
statement is based, whether as a result of new information, future
events, or otherwise, except as may be required by applicable law.
Neither RumbleOn nor RideNow gives any assurance that after the
Transaction the combined company will achieve its
expectations.
Without
limiting the foregoing, the inclusion of the financial projections
in this report should not be regarded as an indication that
RumbleOn considered, or now considers, them to be a reliable
prediction of the future results. The financial projections were
not prepared with a view towards public disclosure or with a view
to complying with the published guidelines of the SEC, the
guidelines established by the American Institute of Certified
Public Accountants with respect to prospective financial
information, or with U.S. generally accepted accounting principles.
Neither RumbleOn’s independent auditors, nor any other
independent accountants, have compiled, examined or performed any
procedures with respect to the financial projections, nor have they
expressed any opinion or any other form of assurance on such
information or its achievability. Although the financial
projections were prepared based on assumptions and estimates that
RumbleOn’s management believes are reasonable, RumbleOn
provides no assurance that the assumptions made in preparing the
financial projections will prove accurate or that actual results
will be consistent with these financial projections. Projections of
this type involve significant risks and uncertainties, should not
be read as guarantees of future performance or results and will not
necessarily be accurate indicators of whether or not such results
will be achieved.
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.
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RUMBLEON, INC.
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Date:
March 15, 2021
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By:
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/s/
Steven R. Berrard
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Steven
R. Berrard
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Chief
Financial Officer
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