Camping World Inc. indicated in a recent filing with the Securities and Exchange Commission (SEC) reported that it is still
plans to publicly sell its stock as soon as the Securities and Exchange Commission approves its registration statement, the company announced yesterday in a filing with the commission.
“We believe our strong, trusted Good Sam and Camping World brands, customer database, leading market position and scale, industry specific technical expertise, and disciplined and variable cost structure have been key drivers of our growth and strong financial performance,” the notice read.
Camping World noted:
- Its active customer database had approximately 3.1 million customers on Dec. 31, representing a 4.9 percent five-year compound annual growth rate (“CAGR”).
- Its total revenue was $3.33 billion for the fiscal year ended Dec. 31, representing a 21.3 percent five-year CAGR.
- Its net income was $178.5 million for the fiscal year ended Dec. 31, representing a 139.8 percent five-year CAGR.
- Its adjusted earnings before interest, tax, depreciation and amortization (EBITDA) was $253.7 million for the fiscal year ended Dec. 31 representing a 25.6 percent five-year CAGR.
One of Camping World’s affiliate companies, ML Related Parties, will be positioned to exercise significant control over the voting stock, the statement noted.
“We will amend and restate Camping World Holdings, Inc.’s certificate of incorporation to, among other things, provide:
(i) for Class A common stock and Class B common stock, with each share of our Class A common stock and Class B common stock entitling its holders to one vote per share on all matters presented to our stockholders generally; provided that, for as long as the ML Related Parties, directly or indirectly, beneficially own in the aggregate 27.5 percent or more of all of the outstanding common units of CWGS, LLC, the shares of our Class B common stock held by the ML Related Parties will entitle the ML Related Parties to the number of votes necessary such that the ML Related Parties, in the aggregate, cast 47 percent of the total votes eligible to be cast by all of our stockholders on all matters presented to a vote of our stockholders generally.
(ii) for one share of Class C common stock entitling its holder to the number of votes necessary such that the holder casts 5 percent of the total votes eligible to be cast by all of our stockholders on all matters presented to a vote of our stockholders generally for as long as there is no Class C Change of Control (as defined herein under “Description of Capital Stock”)
(iii) for the issuance of shares of Class B common stock to the Continuing Equity Owners (other than the Former Profit Unit Holders)
An interesting disclosure in the filing shows that a company called Crestview, “a value-oriented private equity firm focused on the middle market,” is already significant owner of Camping World.
“In addition, pursuant to the voting agreement, our board of directors will be composed of nine directors. Crestview will have the right to designate certain of our directors, which will be four Crestview directors, unless Marcus Lemonis is no longer our chief executive officer, in which case, Crestview will have the right to designate three Crestview directors for as long as Crestview Partners directly or indirectly, beneficially owns, in the aggregate, 32.5 percent or more of our Class A common stock.
The statement also notes, “Pursuant to the terms of the voting agreement, Marcus Lemonis, through his beneficial ownership of ML Acquisition and ML RV Group, and certain funds controlled by Crestview Partners II , after the consummation of this offering will, in the aggregate, have more than 50 percent of the voting power for the election of directors.
“As a result, we will be considered a “controlled company” for the purposes of the listing requirements. As such, we will qualify for, and intend to rely on, exemptions from certain corporate governance requirements, including the requirements to have a majority of independent directors on our board of directors, an entirely independent nominating and corporate governance committee, an entirely independent compensation committee or to perform annual performance evaluation of the nominating and corporate governance and compensation committees.”