Camping World (CWH) Launches Proposed Share Offering

Camping World Holdings, Inc. (NYSE: CWH) (“Camping World” or the “Company”) announced today a proposed offering of $300.0 million of its Class A common stock (the “Class A Common Stock”) pursuant to a registration statement filed on Form S-3 with the Securities and Exchange Commission (the “SEC”). Additionally, the Company intends to grant the underwriters a 30-day option to purchase up to an additional $45.0 million of Class A Common Stock. The proceeds of the offering will be used by Camping World to purchase common units 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.

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 will be 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 will be 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) will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. A copy of the preliminary prospectus supplement may also be obtained, when available, from any of the following sources:

• Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at 866-471-2526 or by email at [email protected]; or
• J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at [email protected] and [email protected].

This press release 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.

The offering is subject to market and other conditions, and there can be no assurances as to whether or when the offering may be completed, or as to the actual size and terms of the offering.

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