RumbleOn, Inc. (NASDAQ: RMBL) today announced its intention to offer,
subject to market conditions and other factors, $30 million aggregate
principal amount of 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”).
The notes will be senior unsecured obligations of RumbleOn, and interest
will be payable semi-annually in arrears. The notes will be convertible
into cash, shares of RumbleOn’s Class B Common Stock (“Class B Common
Stock”), or a combination thereof, at RumbleOn’s election. The interest
rate, initial conversion rate and other terms of the notes are to be
determined upon pricing of the offering.
RumbleOn expects to use the net proceeds from the offering of the notes
to refinance certain outstanding restrictive indebtedness and for other
general corporate purposes, which may include purchases of additional
inventory held for sale, increased spending on marketing and
advertising, and capital expenditures necessary to grow the business.
Pending these uses, RumbleOn may invest the net proceeds in short-term
interest-bearing investment grade instruments.
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 will be offered solely to
qualified institutional buyers pursuant to Rule 144A under the Act and
by means of a private offering memorandum. The issuance of the notes and
the shares of Class B Common Stock issuable upon conversion of the
notes, if any, 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.
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 final terms of such offering, the satisfaction of
customary closing conditions with respect to the offering, prevailing
market conditions, the anticipated use of net proceeds of the note
offering 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.