Camping World Holdings Prices Secondary Offering of Class A Shares

Camping World Holdings, Inc. has priced an underwritten public offering of 14,634,146 shares of its Class A common stock at a public offering price of $20.50 per share pursuant to a registration statement filed on Form S-3 with the Securities and Exchange Commission (SEC). Additionally, the company has granted the underwriters a 30-day option to purchase up to an aggregate of 2,195,121 additional shares of Class A Common Stock.

The proceeds of the offering will reportedly be used by Camping World to purchase 14,634,146 common units (or 16,829,267 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 strengthening the balance sheet, working capital for growth and debt pay down.

The closing of the offering is expected to occur on November 1, 2024, 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 Securities, Wells Fargo Securities, KeyBanc Capital Markets, BMO Capital Markets and Baird are also acting as joint book-running managers for the offering.

The offering is being made pursuant to a shelf registration statement on Form S-3 that was filed with the SEC on October 30, 2024 and was effective upon filing. The offering is being made only by means of a written prospectus supplement and the accompanying base prospectus that forms a part of the registration statement.

A preliminary prospectus supplement relating to the offering (including the accompanying base prospectus) was filed with the SEC on October 30, 2024, and a final prospectus supplement will be filed with the SEC and will be available on the SEC’s website here.