Congratulations to the deal team of Jon Talcott, Peter Strand, Mike Bradshaw, Gary Brown, and Kaylen Loflin, with significant contributions by Will Gaines and Yoojin Lee (debt structuring), Adam Marshall, and Drew Hermiller (tax), for the closing of a $575 million acquisition by RumbleOn, Inc. (Nasdaq:RMBL) of the RideNow powersports group, the nation’s largest powersports retailer. Nelson Mullins represented B. Riley Securities, Inc., RumbleOn’s financial advisor, and the lead underwriter in a $40 million confidentially-marketed public offering that closed in April 2021, and a $167 million confidentially-marketed public offering that closed August 31, 2021. Nelson Mullins also represented B. Riley Securities in connection with its structuring and merger-related financial advice, preparation of the fairness opinion, issuance of a $2.6 million bridge loan by an affiliate of B. Riley, and structuring of a $280 million term loan from funds managed by Oaktree Capital Management L.P. and other lenders.

RumbleOn, Inc. is an e-commerce company using innovative technology to aggregate and distribute pre-owned vehicles to and from both consumers and dealers. The combination with RideNow, the nation’s largest powersports dealer, creates the only omnichannel customer experience in powersports and the largest publicly traded powersports dealership platform. The combined company is expected to have a dominant position in a $100+ billion market. The end-to-end platform will enable the combined company to reach more consumers in a secularly growing, yet still highly fragmented market, that is benefitting from changing consumer behavior. The combination is expected to propel revenue growth and drive meaningful cost synergies, leading to improved monetization and margin expansion.