13D Filing: Coliseum Capital and Lazydays Holdings Inc (LAZY)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

LAZYDAYS
HOLDINGS, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

52110H 100

(CUSIP
Number)

Christopher Shackelton/Adam Gray

105 Rowayton Avenue

Rowayton, CT 06853

(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 15, 2018

(Date of Event Which Requires Filing of This Statement)

If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following
box.  ☐

The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).

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CUSIP No. 52110H 100

This Schedule 13D (this Schedule 13D) relates to the common
stock, par value $0.0001 per share (the Common Stock), of Lazydays Holdings, Inc. (the Issuer) (formerly known as Andina II Holdco Corp. ), a Delaware corporation. The principal executive offices of the Issuer
are located at 6130 Lazy Days Blvd., Seffner, Florida 33584.

The persons filing this statement and the persons enumerated in Instruction C
of Schedule 13D and, where applicable, their respective places of organization, general partners, directors, executive officers and controlling persons and the information regarding them, are as follows:

The
foregoing persons are hereinafter sometimes collectively referred to as the Reporting Persons.

CCM is the investment adviser to CCP, which is an investment limited partnership. CC is the General Partner of CCP. Gray and
Shackelton are the managers of CC and CCM.

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CUSIP No. 52110H 100

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:

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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CUSIP No. 52110H 100

The foregoing summary of the Securities Purchase Agreement does not purport to be complete and is subject to,
and qualified in its entirety by, the full text of the form of Securities Purchase Agreement, which is filed as Exhibit 2 to this Schedule 13D and is incorporated by reference herein.

Preferred Stock and Appointment of Shackelton as Director

Pursuant to the Certificate of Designations of the Preferred Stock (the Certificate of Designations), the Preferred Stock will rank senior
to all outstanding capital stock of the Issuer. Except as required by law, holders of the Preferred Stock will be entitled to vote on an as-converted basis together with the holders of the Common Stock, and
not as a separate class, at any annual or special meeting of the Issuers stockholders. The Preferred Stock will be convertible into Common Stock at the holders election at any time, at an initial conversion price of $10.0625 per share of
Common Stock, subject to adjustment (as may be adjusted, the Conversion Price). The Conversion Price will be subject to adjustment for stock dividends, forward and reverse splits, combinations and similar events, as well as for
certain dilutive issuances.

Dividends on the Preferred Stock will accrue at an initial rate of 8% per annum (the Dividend Rate),
compounded quarterly, and be payable quarterly in arrears. If the Issuer does not declare and pay dividends on any dividend payment date, such accrued and unpaid dividends, until paid in full in cash, will accrue at the then applicable Dividend Rate
plus 2%. The Dividend Rate may increase to 11% per annum, compounded quarterly, depending on the Issuers senior indebtedness less unrestricted cash.

If, at any time following the second anniversary of the issuance of the Preferred Stock, the volume weighted average price of the Common Stock equals or
exceeds $25.00 (as adjusted for stock dividends, splits, combinations and similar events) for a period of thirty consecutive trading days, the Issuer may force the conversion of any or all of the outstanding Preferred Stock at the Conversion Price
then in effect. From and after the eighth anniversary of the issuance of the Preferred Stock, the Issuer may elect to redeem all, but not less than all, of the outstanding Preferred Stock in cash at the stated value thereof plus all accrued and
unpaid dividends. From and after the ninth anniversary of the issuance of the Preferred Stock, each holder of Preferred Stock has the right to require the Issuer to redeem all of such holders outstanding shares of Preferred Stock in cash at
the stated value thereof plus all accrued and unpaid dividends.

Under the Certificate of Designations, so long as shares of the Preferred Stock are
outstanding, the holders thereof, by the vote or written consent of the holders of a majority in voting power of the outstanding shares of the Preferred Stock, have the right to designate two members to the board of directors of the Issuer. In
connection with the Closing, Shackelton was appointed a Class C director of the Issuers board of directors to serve until the Issuers annual meeting to be held in 2021.

The foregoing summary of the Certificate of Designations does not purport to be complete and is subject to, and qualified in its entirety by, the full text of
the Certificate of Designations, which is filed as Exhibit 3 to this Schedule 13D and is incorporated by reference herein.

Warrants

Each Warrant represents the right to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as discussed below. The Warrants
have a five-year exercise term and are immediately exercisable. The Warrants may be exercised on a cashless basis at any time at the holders option and include adjustments on the happening of certain other actions.

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CUSIP No. 52110H 100

The Issuer may call CCPs or the Separate Accounts Warrants for redemption at a price of $0.01 per
Warrant, if each of the following conditions is met:

The foregoing summary of the Warrants does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of
Warrants received by each of CPP and the Separate Account , a copy of which is filed as Exhibit 4, respectively, to this Schedule 13D and are incorporated by reference herein.

Registration Rights Agreement

On March 15,
2018, in connection with the Closing and the entry into the Securities Purchase Agreement, the Issuer entered into a Registration Rights Agreement (the Registration Rights Agreement) with CCP and the Separate Account, providing
for the registration under the Securities Act of 1933, as amended (the Securities Act), of (i) the Preferred Stock, (ii) the Warrants, (iii) all shares issuable upon the exercise of the Warrants and upon the
conversion of the Preferred Stock, and (iv) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar even with respect to the foregoing.

The foregoing summary of the Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text
of the form of Registration Rights Agreement, which is filed as Exhibit 5 to this Schedule 13D and is incorporated by reference herein.

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CUSIP No. 52110H 100

General

The Reporting Persons acquired the Preferred Stock and Warrants for investment purposes, and such purposes were made in the Reporting Persons ordinary
course of business. In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Preferred Stock and Warrants at times, and in such manner (including pursuant to hedging
transactions), as they deem advisable to benefit from changes in market prices of the Preferred Stock, changes in the Issuers operations, business strategy or prospects, or from a sale or merger of the Issuer. To evaluate such alternatives,
the Reporting Persons routinely will monitor the Issuers operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as alternative investment
opportunities, liquidity requirements of the Reporting Persons and other investment considerations. Consistent with their investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with management or
directors of the Issuer, other shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors. Such factors and discussions may materially
affect, and result in, the Reporting Persons modifying their ownership of the Preferred Stock and Warrants, exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements, proposing changes in the
Issuers operations, governance or capitalization, or in proposing one or more of the other actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to formulate other plans and/or
make other proposals, and take such actions with respect to their investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional shares of Preferred Stock
and Warrants or dispose of all shares of Preferred Stock and Warrants beneficially owned by them, in public market or privately negotiated transactions. The Reporting Persons may at any time reconsider and change their plans or proposals relating to
the foregoing.

The information in Items 4 and 6 hereof is incorporated by reference herein.

CCM
is an investment adviser whose clients, including CCP and the Separate Account, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock. CC is the general partner of CCP.
Gray and Shackelton are the managers of CC and CCM.

The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule
13D and any amendments hereto. A copy of such agreement is attached as Exhibit 1 to this Schedule 13D and is incorporated by reference herein.

The
information in Item 4 is incorporated by reference herein.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATED: March 26, 2018

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