Vroom (VRM) Completes Recapitalization

Vroom, Inc. (NASDAQ: VRM) today announced that as of January 14, 2025, it has successfully completed its recapitalization of unsecured convertible senior notes and emerged from the prepackaged Chapter 11 case it voluntarily filed in the U.S. Bankruptcy Court for the Southern District of Texas.

• Vroom emerges without any long-term debt at Vroom, Inc., while its subsidiary, UACC, will continue to be obligated to debt related to asset-backed securitizations and their trust-preferred securities. The unsecured convertible senior notes were converted entirely into equity.
• Every 5 shares of the Company’s Common Stock issued and outstanding as of immediately prior to the effectiveness of the Bankruptcy emergence issuance adjustment were automatically reclassified into one validly issued, fully-paid and non-assessable new share of Common Stock similar to a 1-for-5 reverse stock split. Following the completion of the transaction there are approximately 5.1 million total shares outstanding.
• Warrants to purchase shares of Common Stock issued in connection with the transaction have an exercise price equal to $60.95 ($12.19 prior to the adjustment).
• Trade creditors and all other allowed general unsecured creditors will be paid in full in connection with the Chapter 11 case.

“We move forward with a strengthened balance sheet and are focused on executing our Long-Term Strategic Plan,” said Tom Shortt, Chief Executive Officer of Vroom.

Advisors

Porter Hedges LLP served as bankruptcy counsel, Latham & Watkins LLP served as special corporate counsel, Stout Risius Ross, LLC served as financial advisor, and Verita Global served as claims and noticing agent. Wachtell, Lipton, Rosen & Katz and McGuireWoods served as counsel for certain creditors.

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