Camping World Announces Pricing of Offering of Class A Common Stock

LINCOLNSHIRE, Ill.--()--Camping World Holdings, Inc. (NYSE:CWH) (“Camping World” or the “Company”) announced today the pricing of the previously announced offering of shares of its Class A common stock (the “Class A Common Stock”) at a public offering price of $27.75 per share, which includes 4,000,000 shares of Class A Common Stock offered by Camping World and 5,500,000 shares of Class A Common Stock offered by certain affiliates of Crestview Advisors, L.L.C. (collectively, the “Selling Stockholders”) pursuant to a registration statement filed on Form S-1 with the Securities and Exchange Commission (the “SEC”). This represents an overall decrease in the total offering size of 500,000 shares of Class A Common Stock from the amount of shares of Class A Common Stock previously announced, comprised of an increase of 500,000 shares of Class A Common Stock offered by Camping World and a decrease of 1,000,000 shares of Class A Common Stock offered by the Selling Stockholders. Additionally, the Company and the Selling Stockholders have granted the underwriters a 30-day option to purchase up to an aggregate of 1,425,000 additional shares of Class A Common Stock, which includes 600,000 shares of Class A Common Stock offered by Camping World and 825,000 shares of Class A Common Stock offered by the Selling Stockholders. The proceeds of the primary portion of the offering will be used by Camping World to purchase 4,000,000 common units (or 4,600,000 common units if the underwriters exercise their option in full to purchase additional shares of Class A Common Stock) directly from CWGS Enterprises, LLC (“CWGS, LLC”), at a price per unit equal to the public offering price per share of Class A common stock in the offering, less the underwriting discounts and commissions. CWGS, LLC intends to use the net proceeds from the sale of common units to Camping World for general corporate purposes, including the funding of the acquisition of certain assets of Gander Mountain Company (“Gander Mountain”) and its Overton’s, Inc. (“Overton’s”) boating business, including the related re-opening and initial working capital needs of the Company’s current goal to operate 70 or more retail locations and certain liabilities that Camping World will assume in connection therewith (the “Gander Mountain Acquisition”). The offering is not conditioned on the closing of the Gander Mountain Acquisition and Camping World cannot assure you that the Gander Mountain Acquisition will be completed on the terms described in the registration statement related to the offering or at all. Camping World will not receive any proceeds from the sale of the shares of Class A Common Stock by the Selling Stockholders.

The closing of the offering is expected to occur on May 31, 2017, subject to the satisfaction of customary closing conditions.

Goldman Sachs & Co. LLC and J.P. Morgan are serving as joint lead book-running managers and as representatives of the underwriters for the offering. BofA Merrill Lynch and Credit Suisse are also acting as joint book-running managers for the offering. Baird, BMO Capital Markets, KeyBanc Capital Markets, Stephens Inc. and Wells Fargo Securities are acting as co-managers for the offering.

The offering will be made only by means of a prospectus. A copy of the final prospectus relating to the offering, when available, may be obtained from any of the following sources:

  • Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, via telephone: 1-866-471-2526, or via email: prospectus-ny@ny.email.gs.com; or
  • J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or via telephone: 1-866-803-9204.

A registration statement on Form S-1 relating to these securities has been declared effective by the SEC. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Camping World Holdings, Inc.

Camping World Holdings, Inc. (NYSE: CWH) is the only provider of a comprehensive portfolio of services, protection plans, products and resources for recreational vehicle (“RV”) enthusiasts. Through its two iconic brands, Camping World and Good Sam, the company offers new and used RVs for sale, vehicle service and maintenance along with more than 10,000 products and services through its retail locations and membership clubs. Good Sam branded offerings provide the industry’s broadest and deepest range of services, protection plans, products and resources while the Camping World brand operates the largest national network of RV-centric retail locations in the United States through over 126 retail locations in 36 states and an e-commerce platform. With both brands founded in 1966, product and service offerings are based on 50 years of experience and customer feedback from RV enthusiasts.

Contacts

ICR
Investor Relations:
John Rouleau, 203-682-8200
John.Rouleau@ICRinc.com
or
Rachel Schacter, 203-682-8200
Rachel.Schacter@ICRinc.com
or
Media:
Jessica Liddell, 203-682-8208
Jessica.Liddell@ICRinc.com

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