RumbleOn, the nation's largest retailer of powersports vehicles and first omnichannel customer experience in powersports, closed of its previously announced business combination with RideNow, acquiring 100% of the RideNow dealership portfolio, bringing an unparalleled solution to powersports enthusiasts.

The Company also announced that immediately prior to closing the RideNow transaction, it closed its upsized public offering of approximately 5.1 million shares of Class B Common Stock at a price to the public of $33.00 per share, which includes the full exercise of the underwriters' option to purchase an additional 659,090 shares from RumbleOn. The Company raised approximately $167.0 million in gross proceeds for the business combination and working capital.

The business combination is also being funded through a $280.0 million term loan from funds managed by Oaktree Capital Management L.P. (and certain other lenders) and the issuance to RideNow equity holders of approximately 5.8 million RumbleOn Class B shares. In addition, the lenders have committed to a $120.0 million delayed draw term loan facility which the Company may use in the future to fund acquisitions, subject to certain conditions. Following the close of the transaction, total shares outstanding are approximately 15.0 million.

"We are very excited to announce that we closed our business combination with RideNow, becoming the first omnichannel customer experience in powersports," said Marshall Chesrown, RumbleOn's Chief Executive Officer. "Consumers are seeking new and exciting experiences and there is no better place than powersports. Powersports are wants, not needs, and it's that lifestyle, that passion for the sport that creates the opportunity for an Omnichannel solution. We are confident that the integration of RideNow's extensive geographic footprint, strong retail brand combined with RumbleOn's technology platform, and access to pre-owned inventory will make powersport vehicles more accessible to the enthusiast and the first time buyers, nationwide."

Mark Tkach, co-principal owner and co-founder of RideNow, commented, "Today marks a significant evolution in the powersports industry. Combining with RumbleOn enables us to offer an unparalleled customer experience for outdoor enthusiasts across the country. We look forward to the opportunity to work alongside Marshall and the entire RumbleOn team to revolutionize the $100+ billion market. We are entering the next phase of growth and are ready to hit the ground running."

B. Riley Securities, a subsidiary of B. Riley Financial Inc., acted as exclusive financial advisor to RumbleOn and sole debt placement agent in conjunction with the transaction. B. Riley Securities and Baird acted as joint book-runners for the offering. D.A. Davidson & Co. and Wedbush Securities acted as co-managers for the offering. Akerman LLP served as legal counsel to RumbleOn and Nelson Mullins Riley & Scarborough LLP served as legal counsel to the underwriters.