Camping World Holdings,Inc. (NYSE:CWH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive
Agreement.
On May5, 2017, CWI,Inc. (Camping World), an indirect subsidiary
of Camping World Holdings,Inc., entered into an asset purchase
agreement (the Agreement) for certain assets of Gander Mountain
Company (Gander Mountain) and its Overtons,Inc. (Overtons)
boating business. Gander Mountain previously filed for Chapter 11
bankruptcy protection on March10, 2017. On April27, 2017 and
April28, 2017, Camping World participated in a bankruptcy auction
for the aforementioned assets and was chosen as the winning
bidder at the conclusion of the auction on April28, 2017.
Simultaneously, a group of liquidators was chosen as the winning
bidder to be retained as the agent for Gander Mountain to conduct
liquidation sales at substantially all of Gander Mountains
existing stores. On May4, 2017, the transaction was approved by
the United States Bankruptcy Court for the District of Minnesota
(the Bankruptcy Court).
to the Agreement, Camping World will purchase Overtons inventory
for an amount equal to cost, which as of April28, 2017 was
approximately $15.6 million (based on estimates available as of
April28, 2017), plus $22.2 million for certain other assets, such
as the right to designate any real estate leases for assignment
to Camping World or other third parties, other agreements Camping
World elects to assume, intellectual property rights, operating
systems and platforms, certain distribution center equipment, the
Gander Mountain and Overtons ecommerce businesses and fixtures
and equipment for Overtons retail and corporate operations.
Furthermore, Camping World has committed to assume no fewer than
17 of Gander Mountains real estate leases (two of which can be
Overtons real estate leases) and Camping World has until
October6, 2017 to determine which additional real estate leases
Camping World wants to assume and which real estate leases
Camping World wants to assign to third parties. Camping World
will also assume certain liabilities, such as cure costs for
leases and other agreements it elects to assume, accrued time off
for employees retained by Camping World and retention bonuses
payable to certain key Gander Mountain employees retained by
Camping World. Camping Worlds current goal is to operate 70 or
more locations subject to, among other things, Camping Worlds
ability to negotiate lease terms with landlords on terms
acceptable to Camping World and approval of the Bankruptcy Court.
We intend to finance the re-opening and initial working capital
needs of these retail locations, along with the assumption of
certain liabilities as described above, with cash on hand, along
with additional capital from equity or debt financings.
Camping World and Gander Mountain have made customary
representations, warranties and covenants in the Agreement, which
is subject to termination by either Camping World or Gander
Mountain upon the occurrence of specified events. The transaction
is expected to close on or before May26, 2017, subject to the
satisfaction or waiver of various conditions. The foregoing
description of the terms of the Agreement is qualified in its
entirety by reference to such Agreement, which is filed with this
report as Exhibit10.1.
The Agreement has been filed with this report to provide
investors and security holders with information regarding its
terms. It is not intended to provide any other factual
information about Camping World or Gander Mountain. The
representations, warranties and covenants contained in the
Agreement were made only for purposes of such agreement and as of
specific dates, were solely for the benefit of the parties to
such Agreement, and may be subject to important limitations
agreed upon by the contracting parties, including being qualified
by confidential disclosures exchanged between the parties in
connection with the execution of the Agreement. The
representations and warranties may have been made for the
purposes of allocating contractual risk between the parties to
the agreement instead of establishing these matters as facts, and
may be subject to standards of materiality applicable to the
contracting parties that differ from those applicable to
investors.
A press release issued by Camping World Holdings,Inc. on May8,
2017 regarding the execution of the Agreement is attached hereto
as Exhibit99.1 and is incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking
Statements
This Current Report on Form8-K (the Current Report) contains
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 concerning Camping World
Holdings,Inc. and other matters. All statements other than
statements of historical facts contained in this Current Report
may be forward-looking statements. Statements regarding the
purchase price of the Overtons inventory and certain other
assets, our future results of operations and financial position,
business strategy and plans and objectives of management for
future operations, including with respect to the assets and
operations of the Gander Mountain and Overtons boating business,
are forward-looking statements. In some cases, you can identify
forward-looking
statements by terms such as may, will, should, expects, plans,
anticipates, could, intends, targets, projects, contemplates,
believes, estimates, predicts, potential or continue or the
negative of these terms or other similar expressions. The
forward-looking statements in this Current Report are only
predictions. We have based these forward-looking statements
largely on our current expectations and projections about
future events and financial trends that we believe may affect
our business, financial condition and results of operations.
Forward-looking statements involve known and unknown risks,
uncertainties and other important factors that may cause our
actual results, performance or achievements to be materially
different from any future results, performance or achievements
expressed or implied by the forward-looking statements. You
should carefully consider the risks and uncertainties that
affect our business, including those described in our filings
with the Securities and Exchange Commission. These
forward-looking statements speak only as of the date of this
communication. Except as required by applicable law, we do not
plan to publicly update or revise any forward-looking
statements, whether as a result of any new information, future
events or otherwise. You are advised, however, to consult any
further disclosures we make on related subjects in our public
announcements and filings with the Securities and Exchange
Commission.
Item 9.01 Financial Statements and
Exhibits.
(d)Exhibits.
|
ExhibitNo. |
|
Description. |
|
10.1* |
Asset Purchase Agreement, dated as of May5, 2017, by and |
|
|
99.1* |
Press release dated May8, 2017. |
* Filed herewith.
About Camping World Holdings, Inc. (NYSE:CWH)
Camping World Holdings, Inc. is a provider of a portfolio of services, protection plans, products and resources for recreational vehicle (RV) enthusiasts. The Company operates through two segments: Consumer Services and Plans, and Retail. Within the Consumer Services and Plans segment, the Company derives revenue from the sale of the offerings, including emergency roadside assistance; property and casualty insurance programs; travel assist programs; extended vehicle service contracts; co branded credit cards; vehicle financing and refinancing; club memberships, and publications and directories. Within the Retail segment, it derives revenue from the sale of the products, including new vehicles; used vehicles; parts and service, including RV accessories and supplies, and finance and insurance. The Company provides its offerings through its two brands: Good Sam and Camping World. Its Camping World brand operates a network of RV centric retail locations in the United States. Camping World Holdings, Inc. (NYSE:CWH) Recent Trading Information
Camping World Holdings, Inc. (NYSE:CWH) closed its last trading session up +0.87 at 31.86 with 675,316 shares trading hands.
