Camping World Holdings,Inc. (NYSE:CWH) Files An 8-K Other Events
Item 8.01 Other Events.
As previously disclosed, on May5, 2017, CWI,Inc. (Camping World),
an indirect subsidiary of Camping World Holdings,Inc., entered
into an asset purchase agreement (the Agreement) to purchase
certain assets of Gander Mountain Company (Gander Mountain) and
its Overtons,Inc. (Overtons) boating business (the Acquisition).
On May26, 2017, the Acquisition closed as contemplated by the
Agreement.
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.
As contemplated by the Agreement, Camping World purchased
Overtons inventory for an amount equal to cost, in cash, which
was approximately $12.0 million, plus approximately $22.1 million
in cash 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. Upon closing, Camping
World also assumed certain liabilities, such as cure costs for
leases and other agreements it elected 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. In addition to the various assets acquired upon
closing, as previously disclosed, Camping World has committed to
assume no fewer than 15 additional Gander Mountain 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 Worlds current goal is to operate 70 or
more locations. Camping World financed the Acquisition and
intends 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, which may
include proceeds from Camping World Holdings,Inc.s previously
announced offering of shares of its ClassA common stock, which is
expected to close on May31, 2017, subject to the satisfaction of
customary closing conditions. This Current Report shall not
constitute an offer to sell or a solicitation of an offer to buy
securities, nor shall there be any sale of 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.
The foregoing description of the terms of the Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full agreement attached as Exhibit10.1 and
incorporated herein by reference.
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.
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
should be considered forward-looking statements. Statements
regarding Camping Worlds commitment to assume additional real
estate leases from Gander Mountain, and Camping Worlds
determination with regard to the subsequent assumptions and
assignments thereof, as applicable; 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 and the number of locations
management expects to operate based on the foregoing assets and
operations; financing of the re-opening and initial working
capital needs of retail locations, along with the assumption of
certain liabilities; and
timing of closing of Camping World Holdings,Inc.s previously
announced offering of shares of its ClassA common stock, 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 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. These forward-looking statements are
neither promises nor guarantees, but 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, including, without limitation, additional funds
that may be required in connection with re-opening and
operating existing Gander Mountain retail locations; our
inability to renegotiate real estate leases for Gander Mountain
retail locations on terms that are acceptable to us; risk that
the re-opening of Gander Mountain retail locations may not
occur within the time frame we anticipate or at all; risk that
combining Gander Mountain (including Overtons) with Camping
World may be more difficult, costly or time consuming than
expected and the anticipated benefits and cost savings of the
transaction may not be fully realized; business uncertainties
related to the Acquisition; risk that the obligations and
liabilities of Gander Mountain (including Overtons) may be
greater than anticipated; potential litigation costs relating
to products that we intend to sell after re-opening Gander
Mountain retail locations, particularly firearms and
ammunition; the availability of financing to us and our
customers; fuel shortages, or high prices for fuel; the
well-being, as well as the continued popularity and reputation
for quality, of our manufacturers; general economic conditions
in our markets and ongoing economic and financial
uncertainties; our ability to attract and retain customers;
competition in the market for services, protection plans,
products and resources targeting the RV life>
Item 9.01 Financial Statements and
Exhibits.
(d)Exhibits.
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ExhibitNo. |
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Description. |
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10.1 |
Asset Purchase Agreement, dated as of May5, 2017, by and |
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 down -0.71 at 26.56 with 1,393,939 shares trading hands.
