Item 8.01
Other Events.
On June 9, 2017, Camping World Holdings, Inc. (the Company) consummated the sale to the Underwriters (as defined below) of an additional 600,000 shares of the Companys Class A common stock, par value $0.01 per share (the Class A Common Stock) offered by the Company, and the Selling Stockholders (as defined below) consummated the sale to the Underwriters of an additional 825,000 shares of Class A Common Stock offered by certain affiliates of Crestview Advisors, L.L.C. (collectively, the Selling Stockholders), in each case, pursuant to the option to purchase additional shares of Class A Common Stock granted by each of the Company and the Selling Stockholders to the Underwriters pursuant to that certain Underwriting Agreement, dated as of May 24, 2017 (the Underwriting Agreement), by and among the Company, CWGS Enterprises, LLC, a Delaware limited liability company (CWGS, LLC), the Selling Stockholders and Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several Underwriters listed on Schedule I to the Underwriting Agreement (the Underwriters), in connection with the previously announced public offering of 9,500,000 shares of Class A Common Stock, which closed on May 31, 2017. The additional purchase was consummated at the public offering price of $27.75 per share, less underwriting discounts and commissions.
The proceeds of the primary portion of the offering were used by the Company to purchase 600,000 common units directly from CWGS, LLC, at a price per unit equal to the public offering price per share of Class A Common Stock in the offering, less underwriting discounts and commissions. CWGS, LLC intends to use the net proceeds from the sale of common units to the Company for general corporate purposes, including the funding of the acquisition of certain assets of Gander Mountain Company and its Overtons, Inc. boating business, including the related re-opening and initial working capital needs of the Companys current goal to operate 70 or more retail locations and certain liabilities that the Company will assume in connection therewith. The Company did not receive any proceeds from the sale of the shares of Class A Common Stock by the Selling Stockholders.
The offering was made pursuant to a registration statement (the Registration Statement) filed on Form S-1 (Registration No. 333-217012) with the Securities and Exchange Commission (the SEC), which was declared effective by the SEC on May 24, 2017. This Current Report on Form 8-K 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.
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