FOREST CITY, Iowa — Don Clark, Ron Fenech and Bill Fenech, the founders of Grand Design RV, each received 764,426 shares of Winnebago stock after their company was acquired by Winnebago Industries Nov. 8, filings with the Securities and Exchange Commission show.
As of today, their holdings are valued at more than $24 million each. Each person has a 2.4 percent ownership stake in Winnebago.
According to the filing, each man beneficially owns and has sole voting and dispositive power over all 764,426 shares he owns. The shares were acquired on Nov. 8 upon the formal acquisition of Grand Design.
The filing noted that each man held an indirect minority interest in Grand Design at the time of the acquisition. The majority owners of the company included:
- Octavius Corporation
- Summit Partners Growth Equity Fund VIII-A
- Summit Partners Growth Equity Fund VIII-B
- Summit Partners Entrepreneur Advisors Fund I
- Summit Investors I
- Summit Investors I (UK)
- SP GE VIII-B GD RV Holdings
Each one of those companies, except Octavius, received 2,293,277 shares, which gives the firms a 7.3 percent control of Winnebago common stock. As of today, that stock is valued at $72.8 million. The filing notes that Octavius is a newly formed wholly-owned subsidiary purchased the funds’ membership interests, as well as the membership interests of other parties.
Five-year non-compete agreement
The terms of the acquisition required that “Ronald Fenech, Donald Clark, and William Fenech have entered into a five-year non-competition, non-solicitation and confidentiality agreement with Winnebago.”
The Summit sellers agreed to a three-year non-solicitation and confidentiality agreement.
All parties also had to agree to the terms of a standstill agreement that required, for up to one year after closing, that each man is prohibited from taking certain hostile actions with respect to Winnebago. It specifically restricts them from transferring their shares of Winnebago common stock during that year.
The filing also notes that the Fenechs have entered into a “consulting agreement” Winnebago for one year after the acquisition was finalized. Clark, on the other hand, entered into an “employment agreement” with the company.
The acquisition was funded by a seven-year, $300 million loan put together by JPMorgan.
To view all the documents related to the acquisition and agreements, visit the Winnebago Industries filings on the Securities and Exchange Commission website.
SOURCE: Securities and Exchange Commission filings