CHARLOTTE, N.C. - RumbleOn,
Inc. (NASDAQ: RMBL)
today announced the closing of its acquisitions of Wholesale, LLC. and
Wholesale Express, LLC (together "Wholesale"), for aggregate
consideration of $16 million in cash and 1,317,329 in shares of RumbleOn
Series B Preferred Stock.
"Wholesale accelerates our plan to enter the huge automobile marketplace
and allows us to do it with meaningful size and scale, without the
significant investments typically associated with new market entries.
The combined company will benefit from RumbleOn's powerful technology
platform which will allow us to quickly ramp acquisitions direct from
consumers and grow retail sales to consumers both of which drive margin
expansion. In addition, we will have multiple opportunities to leverage
our marketing efforts across the platform. Our CFO, Steve Berrard, and I
have deep experience in the automotive sector and we are highly
confident that the addition of Wholesale to the RumbleOn platform will
provide significant opportunities to drive shareholder value. We look
forward to providing more detail and updates on our progress in the near
term," commented Marshall Chesrown, Founder, Chairman and CEO of
RumbleOn.
In connection with the acquisitions, stockholders of the Company holding
a majority of the voting power of RumbleOn's common stock approved the
conversion of the Series B Preferred Stock into an equal number of
shares of RumbleOn's Class B Common Stock. The Series B Preferred Stock
automatically converts into shares of Class B Common Stock 21 days after
the mailing of a definitive information statement describing the
acquisitions and the conversion to non-consenting stockholders of the
Company in accordance with the Federal Securities law.
RumbleOn also announced the closing of a $21.6 million private placement
of its Class B Common Stock priced at $7.10 per share and the expansion
of its existing credit facility by $5.0 million. RumbleOn used the
proceeds from the private placement and the credit facility to fund the
acquisitions of the Wholesale entities and will use the remaining
balance for working capital.
National Securities Corporation, a wholly owned subsidiary of National
Holdings Corporation, and Craig-Hallum Capital Group served as
co-placement agents on behalf of RumbleOn for the offering. Akerman LLP
served as legal counsel to RumbleOn and McGuireWoods LLP served as legal
counsel to the placement agents.
About RumbleOn
RumbleOn operates a capital-light disruptive e-commerce platform
facilitating the ability of both consumers and dealers to
Buy-Sell-Trade-Finance pre-owned vehicles in one online location.
RumbleOn's goal is to transform the way pre-owned vehicles are bought
and sold by providing users with the most efficient, timely and
transparent transaction experience. RumbleOn's initial focus is the
market for VIN specific pre-owned powersport vehicles with an emphasis
on motorcycles and other powersports. Serving both consumers and
dealers, through its 100-percent-online marketplace platform, RumbleOn
makes cash offers for the purchase of pre-owned vehicles. In addition,
RumbleOn offers a large inventory of pre-owned vehicles for sale along
with third-party financing and associated products.
Forward Looking Statements:
This press release contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. 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 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, 2017, as may be supplemented or
amended by the Company's Quarterly Reports on Form 10-Q and other
filings with the SEC. 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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20181030005629/en/
RumbleOn, Inc.
Investor Contact:
Whitney Kukulka
investors@rumbleon.com
or
Media
Contact
RumbleOn@blastmedia.com
