Page 8 of 13 – SEC Filing
CUSIP No. 52110H 100
| Item 3. | Source and Amount of Funds or Other Consideration. |
The source and amount of funds used in purchasing
the Preferred Stock and Warrants (each as defined below) convertible into Common Stock by the Reporting Persons and a separate account investment advisory client of CCM (the Separate Account) were as follows:
| Purchaser | Source of Funds | Amount | ||||||
| CCP | Working Capital | $ | 36,551,100 | (1) | ||||
| Separate Account | Working Capital | $ | 13,448,900 | (2) | ||||
| (1) | Pursuant to the Securities Purchase Agreement (as defined below), CCP purchased 365,511 shares of Preferred Stock at a stated value of $100.00 per share. In addition, as part of the terms of the Securities Purchase Agreement, CCP received 363,241 Warrants. |
| (2) | Pursuant to the Securities Purchase Agreement, the Separate Account purchased 134,489 shares of Preferred Stock at a stated value of $100.00 per share. In addition, as part of the terms of the Securities Purchase Agreement, the Separate Account received 133,653 Warrants. |
| Item 4. | Purpose of Transaction. |
Overview
On March 15, 2018, the Issuer consummated a business combination pursuant to that certain Agreement and Plan of Merger, dated as of October 27, 2017
(the Merger Agreement), by and among the Issuer, Andina Acquisition Corp. II (Andina), a Delaware corporation, Andina II Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Issuer
(Merger Sub), Lazy Days R.V. Center, Inc., a Delaware corporation, A. Lorne Weil, an individual, with the Issuer being the survivor in the merger (the Business Combination). In connection with the closing
of the Business Combination (the Closing), the Issuer changed its name from Andina II Holdco Corp. to Lazydays Holdings, Inc.
Securities Purchase Agreement
On October 27,
2017, the Issuer entered into a Securities Purchase Agreement (the Securities Purchase Agreement) with CCP, the Separate Account and other institutional investors, pursuant to which (a) CCP paid to the Issuer a subscription
amount of $36,551,100 in exchange for (i) 365,511 shares of Series A Convertible Preferred Stock, par value $0.0001 per share (Preferred Stock) at a stated value of $100.00 per share and (ii) 363,241 five-year warrants to purchase
an additional 363,241 shares of Common Stock at an exercise price of $11.50 (the Warrants) and (b) the Separate Account paid to the Issuer a subscription amount of $13,448,900 in exchange for (i) 134,489 shares of
Preferred Stock at a stated value of $100.00 per share and (ii) 133,653 Warrants to purchase an additional 133,653 shares of Common Stock. The Securities Purchase Agreement closed in connection with the Closing.
The Securities Purchase Agreement provides certain rights to CCP and the Separate Account as part of their investments. First, subject to applicable
securities laws and regulations, any purchaser that continues to hold Preferred Stock convertible into 5% or more of the then issued and outstanding Common Stock shall also have a preemptive right to purchase its pro rata share of all equity
securities that the Issuer may, from time to time, propose to sell and issue following the Closing. Second, under certain circumstances involving the terms of the Issuers debt financings, CCP and the Separate Account shall be entitled to a
right of first refusal to provide the funding necessary for such debt financings provided that such purchasers still hold an aggregate of at least $10 million of the Preferred Stock. Third, if the Issuer receives in excess of $1 million as
a result of indemnification claims made in respect of certain breaches of representations and warranties under the Merger Agreement, then CCP and the Separate Account shall have a right to require the Issuer to utilize such amounts in excess of the
$1 million to redeem their shares of Preferred Stock for the liquidation preference of such shares.
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