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Camping World finalizes IPO offer

Camping World finalizes IPO offer

LINCOLNSHIRE, Ill. — Camping World hopes to raise $300 million by offering 13,068,181 shares of stock at a maximum price of $23 per share, the company announced today in a disclosure with the Securities and Exchange Commission.

In addition, Camping World its credit agreement for its senior secured credit facilities to provide incremental long-term borrowing of $135 million. It will be used for payment of regular quarterly distributions to its common unit holders, including Camping World. The agreement also permits a $100 million special distribution of a portion of the incremental borrowings from the Borrower to CWGS, LLC, for a distribution to its members.

CWGS is the company that has conducted all Camping World and Good Sam business operations. Camping World refers to the transactions as “recapitalization.”

Camping World will also amend and restate CWGS, LLC’s, existing limited liability company agreement to convert all existing membership interests — including existing vested profit unit interests and all unvested profit unit interests, which will accelerate and vest in connection with this offering — in CWGS, LLC into 71,899,630 common units of CWGS, LLC.

The company will issue 11,363,636 shares of Class A common stock to the purchasers in this offering, or 13,068,181 shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock. This will be done in exchange for net proceeds of approximately $230.4 million (or approximately $265.5 million if the underwriters exercise in full their option to purchase additional shares of Class A common stock.

The figures are based upon an assumed initial public offering price of $22 per share, which is the midpoint of the price range set forth on the cover page of the prospectus.

CWGS, LLC, intends to use the net proceeds from the sale of common units to Camping World Holdings, Inc., to repay a portion of the outstanding borrowings under the term loan facility and the remainder for general corporate purposes, the filing explained.

The former equity owners will exchange their direct or indirect ownership interests in common units of CWGS, LLC, for 7,063,716 shares of Class A common stock on a one-to-one basis.

Camping World Holdings, Inc., will be a holding company and its principal asset will be the common units it purchases or acquires from CWGS, LLC, and the former equity owners.

Camping World Holdings will be the sole managing member of CWGS, LLC, and will control the business and affairs of CWGS, LLC and its subsidiaries.

Camping World Holdings, Inc. will own 18,427,352 common units, representing a 22.1 percent economic interest in the business of CWGS, LLC.

The continuing equity owners will own 64,835,914 common units, representing a 77.9 percent economic interest in the business of CWGS, LLC, with each common unit held by the continuing equity owners redeemable from time to time at each of their options for, at Camping World’s election determined solely by its independent directors to newly-issued shares of Class A common stock on a one-for-one basis.  Or it can be exchanged for a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed.

The continuing equity owners may exercise such redemption right for as long as their common units remain outstanding.

The purchasers in this stock offering will own 11,363,636 shares of Camping World Holdings, Inc.’s, Class A common stock, representing approximately 12.3 percent of the combined voting power of all of Camping World Holdings, Inc.’s, common stock and approximately 61.7 percent of the economic interest in Camping World Holdings, Inc.

ML Acquisition will own 36,056,094 shares of Camping World Holdings, Inc.’s, Class B common stock, representing 47 percent of the combined voting power of all of Camping World Holdings, Inc.’s, common stock for as long as the ML Related Parties, directly or indirectly, beneficially own in the aggregate 27.5 percent or more of all of the outstanding common units of CWGS, LLC.

ML Acquisition will also own 36,056,094 common units, representing a 43.3 percent economic interest in the business of CWGS, LLC.

ML RV Group will own one share of Camping World Holdings, Inc.’s, Class C common stock, representing 5 percent of the combined voting power of all of Camping World Holdings, Inc.’s, common stock for as long as there is no Class C change of control.

Funds controlled by Crestview Partners II GP, L.P., will indirectly own 7,063,716 shares of Camping World Holdings, Inc.’s, Class A common stock owned directly by CVRV Acquisition II LLC, and 25,946,635 common units of CWGS, LLC, and 25,946,635 shares of Class B common stock of Camping World Holdings, Inc.

Such common units and shares of Class B common stock owned directly by CVRV Acquisition LLC, which combined represents approximately 35.7 percent of the combined voting power of all of Camping World Holdings, Inc.’s, common stock and approximately 38.3 percent of the economic interest in Camping World Holdings, Inc.

The former profit unit holders will own 2,833,185 common units of CWGS, LLC, representing a 3.4 percent economic interest in the business of CWGS, LLC.

To read the complete disclosure with the Securities and Exchange Commission, click here.

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About Greg Gerber

Greg Gerber is a freelance writer and podcaster who has been writing about the RV industry since 2000. He is the former editor of RV Daily Report and can be reached at greg@rvdailyreport.com.

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