Items 2.01, 3.02 Unregistered Sale of Equity Securities;
Completion of Acquisition or Disposition of Assets.

Securities Purchase Agreement

On November 8, 2016 Winnebago Industries, Inc. (Winnebago)
consummated the acquisition of Grand Design RV, LLC an Indiana
limited liability company, to the terms of the previously
announced Securities Purchase Agreement (the Purchase Agreement)
by and among Winnebago, Grand Design RV, LLC (Grand Design),
Octavius Corporation (Octavius), Summit Partners Growth Equity
Fund VIII-A, L.P., Summit Partners Growth Equity Fund VIII-B,
L.P., Summit Partners Entrepreneur Advisors Fund I, L.P., Summit
Investors I, LLC, Summit Investors I (UK), L.P., SP GE VIII-B GD
RV Holdings, L.P. (collectively the Summit Sellers), RDB III,
Inc., and each of the shareholders of RDB III, Inc. (collectively
the RDB Sellers). The Summit Sellers and RDB Sellers are
hereafter referred to as Sellers. A copy of the press release
announcing the closing of the transaction is attached hereto as
Exhibit 99.1.

The consideration paid by Winnebago was approximately $500
million subject to adjustment as set forth in the Purchase
Agreement, consisting of $395 million in cash and 4,586,555
shares of Winnebago common stock issued to Sellers that were
valued at $105 million based on the closing price of Winnebagos
common stock for the 10 days prior to execution of the Purchase
Agreement. The cash portion of the purchase price and certain
transaction expenses were funded through $60 million of existing
cash, a seven-year $300 million secured term loan facility, and
$53 million drawn from a five-year $125 million asset-based
revolving secured credit facility, both of which were arranged by
JP Morgan Chase Bank, N.A. (JPMorgan) as administrative agent as
described below in Item 2.03.

Ancillary Agreements

In connection with the Purchase Agreement Winnebago, Grand Design
and the Sellers have agreed to certain ancillary agreements
previously disclosed. The shareholders of RDB, Ronald Fenech,
Donald Clark and William Fenech have entered into a five-year
non-competition, non-solicitation and confidentiality agreement.
The Summit Sellers have entered into a three-year
non-solicitation and confidentiality agreement.

Winnebago has agreed to register the shares of common stock
issuable to the Summit Sellers and the RDB Sellers to the terms
of a registration rights agreement. Under the registration rights
agreement, Winnebago has agreed to file a shelf registration
statement on the second business day following the filing of an
amendment to Winnebagos Current Report on Form 8-K reporting the
completion of the acquisition of Grand Design containing the
financial statements and pro forma financial information
concerning the acquisition. Winnebago has agreed to keep the
registration statement effective for up to three years.

The Summit Sellers and RDB Sellers have agreed to certain
covenants to the terms of standstill agreements. The standstill
agreements provide that for up to one year after closing, the
Summit Sellers and RDB Sellers are each prohibited from taking
certain hostile actions with respect to Winnebago. The RDB
Sellers have also agreed to a lock-up letter agreement that
restricts the RDB Sellers from transferring their shares of
Winnebago common stock for one year from closing.

Also, in connection with the Purchase Agreement, Grand Design has
entered into employment agreements with certain key members of
its management team including its Chief Executive Officer, Donald
Clark, and includes a form of change in control agreement between
Mr. Clark and Winnebago. Finally, in connection with the Purchase
Agreement, Winnebago has entered into consulting agreements with
two of the RDB Sellers, Ronald Fenech and William Fenech. Under
the consulting agreements, Ronald Fenech and William Fenech have
each agreed to provide certain consulting services to Grand
Design and Winnebago for one year from closing.

The foregoing descriptions of the Purchase Agreement and the
transactions contemplated thereby including the ancillary
agreements are not complete and are each subject to and qualified
in their respective entirety by reference to the Purchase Agreement
and the ancillary agreements that are incorporated herein by
reference.

Items 1.01; 2.03 Entry into a Material Definitive Agreement;
Creation of Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement.

Term Loan

On November 8, Winnebago, Octavius Corporation and certain of
Winnebagos subsidiaries (collectively the Loan Parties) entered
into a Loan Agreement with certain lenders and JPMorgan as
Administrative Agent (the Loan Agreement) for the purpose of
establishing a seven-year $300 million term loan subject to the
terms, provisions and limitations of the Loan Agreement. A copy of
the Loan Agreement is attached hereto as Exhibit 99.2. The Loan
Parties obligations to repay amounts borrowed under the Loan
Agreement are secured by liens on substantially all of the assets
of the Loan Parties. Borrowings under the Loan Agreement will be,
at the election of the Loan Parties, either Eurodollar loans
bearing interest at a fluctuating rate of interest per year based
on the London Interbank Offering Rate (LIBOR) plus a margin of
4.5%, or Alternate Base Rate loans (as defined in the Loan
Agreement) which bear interest at the ABR rate as defined in the
Loan Agreement plus 3.50%. The Loan Agreement contains customary
representations, warranties, affirmative and negative covenants,
limitations, and events of default for a transaction of this type
including, maintenance of certain leverage ratios and other
restrictions as set forth in the Loan Agreement.

Asset Based Lending

Also on November 8, Winnebago, Winnebago of Indiana, LLC, Grand
Design RV, LLC and Winnebagos subsidiaries (collectively the
Borrowers) entered into a Credit Agreement with JPMorgan as
Administrative Agent (the Credit Agreement) for the purpose of
establishing a five year up to $125 million asset-based lending
facility subject to the terms, provisions and limitations of the
Credit Agreement. A copy of the Credit Agreement is attached hereto
as Exhibit 99.3. The Borrowers obligations to repay amounts
borrowed under the Credit Agreement are secured by liens on
substantially all of the assets of the Borrowers, and the amount
available for borrowing under the Credit Agreement is subject to
availability as defined under the Credit Agreement. Borrowings
under the Credit Agreement, subject to availability, may be made at
the election of the Borrowers as Eurodollar Loans or Alternate Base
Rate Loans as such terms are defined under the Credit Agreement.
Eurodollar loans bear interest generally at a fluctuating rate
based on LIBOR plus a margin that varies between 1.50% and 2.00%
depending on availability. Alternate Base Rate Loans bear interest
at the “ABR rate plus .50% to to 1.00% depending on availability.
Availability under the Credit Agreement is dependent upon a number
of factors including maintaining certain levels of fixed charge
coverage ratios, assets, liabilities, debt service coverage,
certain leverage ratios, and other covenants as set forth in the
Credit Agreement. The Credit Agreement contains customary
representations, warranties, affirmative and negative covenants,
limitations and events of default for a transaction of this type.

Intercreditor Agreement

On November 8, 2016, the lenders under the Credit Agreement and
Loan Agreement, and Winnebago and certain of its subsidiaries have
entered into an Intercreditor agreement. A copy of the
Intercreditor agreement is attached hereto as Exhibit 99.4. The
Intercreditor Agreement identifies JPMorgan as Administrative Agent
under the Credit Agreement and as Term Loan Representative under
the Loan Agreement. The Intercreditor Agreement also specifies the
relative priority of the Credit Agreement lenders as to Winnebagos
account receivables, inventory and cash, and the Loan Agreement
lenders priority on all other assets of Winnebago.

The foregoing descriptions of the Loan Agreement, the Credit
Agreement and Intercreditor Agreement are not complete and are each
subject to and qualified in their respective entirety by reference
to the Loan Agreement, the Credit Agreement and the Intercreditor
Agreement that are included as Exhibits 99.2, 99.3 and 99.4 to this
Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The required financial statements of Grand Design will be included
in an amendment to this Current Report on Form 8-K to be filed as
soon as practicable, but no later than 71 days after the date this
Current Report is required to be filed.

(b) Pro Forma Financial Information>

The required pro forma financial information which gives effect to
the acquisition of Grand Design RV, LLC will

be included in an amendment to this Current Report on Form 8-K to
be filed as soon as practicable, but no later than 71 days after
the date this Current Report is required to be filed.

(d) Exhibits.

Exhibit No.> Description of Exhibit

* Incorporated by reference to the exhibit number in Winnebagos
Current Report on Form 8-K dated November 14, 2016.

** Incorporated by reference to the exhibit number in Winnebagos
Current Report on Form 8-K dated October 4, 2016.

Cautionary Statement Regarding Forward-Looking Information

This document and the exhibits included may contain forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Investors are cautioned that forward-looking
statements are inherently uncertain. A number of factors could
cause actual results to differ materially from these statements,
including, but not limited to increases in interest rates,
availability of credit, low consumer confidence, availability of
labor, significant increase in repurchase obligations, inadequate
liquidity or capital resources, availability and price of fuel, a
slowdown in the economy, increased material and component costs,
availability of chassis and other key component parts, sales order
cancellations, slower than anticipated sales of new or existing
products, new product introductions by competitors, the effect of
global tensions, integration of operations relating to mergers and
acquisitions activities, any unexpected expenses related to ERP,
risks relating to the consummation of our acquisition of Grand
Design RV, risks inherent in the achievement of cost synergies and
the timing thereof, risks that the pendency, financing, and efforts
to consummate the transaction may be disruptive to Winnebago
Industries or Grand Design RV or their respective management, the
effect of the transaction on Grand Design RVs ability to retain and
hire key personnel and maintain relationships with customers,
suppliers and other third parties, risks related to integration of
the two companies and other factors. Additional information
concerning certain risks and uncertainties that could cause actual
results to differ materially from that projected or suggested is
contained in the Company’s filings with the Securities and
Exchange Commission (SEC) over the last 12 months, copies of which
are available from the SEC or from the Company upon request. The
Company disclaims any obligation or undertaking to disseminate any
updates or revisions to any forward-looking statements contained in
this release or to reflect any changes in the Company’s
expectations after the date of this release or any change in
events, conditions or circumstances on which any statement is
based, except as required by law.