Campers Inn enters letter of intent to acquire Lazydays assets

Lazydays (GORV)Holdings said in a regulatory filing that it has entered into a letter of intent with Campers Inn. The LOI is nonbinding, except that it imposes binding obligations on Campers Inn and the company regarding a deposit and binding obligations on the company regarding exclusivity and a termination fee. The LOI contemplates that Campers Inn or a new holding company entity owned by certain ultimate owners of Campers Inn, including Jeffrey M. Hirsch, will acquire all or substantially all of the assets of the company and its subsidiaries for consideration to include $30M for furniture, fixtures, equipment, parts, goodwill, and other personal property other than recreational vehicle inventory; a price for recreational vehicle inventory based on pricing methodologies as stated in the LOI; and a price for owned real property based on a percentage of appraised value for the property as stated in the LOI. The LOI states that, after the closing of the Transaction, Campers Inn or NewCo will take over the operation of the company’s dealerships in Tucson, Arizona; Johnstown, Colorado; Seffner, Florida; Knoxville, Tennessee; and St. George, Utah. The LOI further states that Campers Inn is assessing whether to continue to operate the company’s other dealerships after the closing of the Transaction. The LOI states that the Transaction may close in a series of site-by-site closings if mutually agreed by the parties, and that Campers Inn’s target final closing date is before Thanksgiving and no later than December 1, 2025. If, during the Exclusivity Period, the company receives an offer from a third party that it reasonably determines may be a superior offer, and is advised by its counsel that the board of directors of the company must, in the exercise of its fiduciary duties, consider such superior offer, then the company and its Representatives may furnish to such third party information and access relating to the company and its subsidiaries and their businesses and operations for the purpose of assisting with or facilitating such a superior offer and engage in related discussions and negotiations, and may enter into any agreement relating to such superior offer with such third party and may consummate any transactions contemplated thereby, provided that the company shall provide notice to Campers Inn of the existence and general terms of such superior offer promptly, and the company shall pay or cause to be paid to Campers Inn or its designee a breakup fee equal to $10M.