EX-99.1
13
rmbl_ex991.htm
PRESS RELEASE
Blueprint
Exhibit 99.1
RumbleOn Closes Acquisitions of Wholesale, LLC and Wholesale
Express, LLC
Closes $21.6 million Private Placement of Class B Common
Stock
CHARLOTTE, N.C. - October 30, 2018
-
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.
Investor Contact:
investors@rumbleon.com
Media Contact
RumbleOn@blastmedia.c
om

EX - 99 . 1 13 rmbl _ ex991 . htm PRESS RELEASE Blueprint Exhibit 99 . 1 RumbleOn Closes Acquisitions of Wholesale , LLC and Wholesale Express , LLC Closes $ 21.6 million Private Placement of Class B Common Stock CHARLOTTE , N . C . - October 30 , 2018 - 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 . Investor Contact : investors@rumbleon.com Media Contact RumbleOn @ blastmedia . c om