0000950103-17-005647.txt : 20170609 0000950103-17-005647.hdr.sgml : 20170609 20170609171614 ACCESSION NUMBER: 0000950103-17-005647 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170609 FILED AS OF DATE: 20170609 DATE AS OF CHANGE: 20170609 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Camping World Holdings, Inc. CENTRAL INDEX KEY: 0001669779 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 811737145 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 250 PARKWAY DRIVE STREET 2: SUITE 270 CITY: LINCOLNSHIRE STATE: IL ZIP: 60048 BUSINESS PHONE: (847) 808-3000 MAIL ADDRESS: STREET 1: 250 PARKWAY DRIVE STREET 2: SUITE 270 CITY: LINCOLNSHIRE STATE: IL ZIP: 60048 FORMER COMPANY: FORMER CONFORMED NAME: CWGS, Inc. DATE OF NAME CHANGE: 20160317 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARCUS JEFFREY CENTRAL INDEX KEY: 0001158783 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37908 FILM NUMBER: 17903781 MAIL ADDRESS: STREET 1: CRESTVIEW STREET 2: 667 MADISON AVENUE, 10TH FL. CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cassidy Brian P CENTRAL INDEX KEY: 0001608356 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37908 FILM NUMBER: 17903782 MAIL ADDRESS: STREET 1: C/O CRESTVIEW ADVISORS, L.L.C. STREET 2: 667 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview Advisors, L.L.C. CENTRAL INDEX KEY: 0001559054 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37908 FILM NUMBER: 17903783 BUSINESS ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-906-0700 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CVRV Acquisition LLC CENTRAL INDEX KEY: 0001686762 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37908 FILM NUMBER: 17903785 BUSINESS ADDRESS: STREET 1: C/O CRESTVIEW ADVISORS II GP, L.P. STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-906-0700 MAIL ADDRESS: STREET 1: C/O CRESTVIEW ADVISORS II GP, L.P. STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview Partners II GP, L.P. CENTRAL INDEX KEY: 0001505639 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37908 FILM NUMBER: 17903786 BUSINESS ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: (212) 906-0723 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kilpatrick Daniel G. CENTRAL INDEX KEY: 0001693578 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37908 FILM NUMBER: 17903780 MAIL ADDRESS: STREET 1: C/O CRESTVIEW ADVISORS, L.L.C. STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CVRV Acquisition II LLC CENTRAL INDEX KEY: 0001686765 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37908 FILM NUMBER: 17903784 BUSINESS ADDRESS: STREET 1: C/O CRESTVIEW ADVISORS II GP, L.P. STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-906-0700 MAIL ADDRESS: STREET 1: C/O CRESTVIEW ADVISORS II GP, L.P. STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 4 1 dp77138_4-cpiigplp.xml FORM 4 X0306 4 2017-06-09 0 0001669779 Camping World Holdings, Inc. CWH 0001505639 Crestview Partners II GP, L.P. C/O CRESTVIEW PARTNERS 667 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10065 1 0 1 0 0001686762 CVRV Acquisition LLC C/O CRESTVIEW PARTNERS 667 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10065 1 0 1 0 0001686765 CVRV Acquisition II LLC C/O CRESTVIEW PARTNERS 667 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10065 1 0 1 0 0001559054 Crestview Advisors, L.L.C. C/O CRESTVIEW PARTNERS 667 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10065 1 0 1 0 0001608356 Cassidy Brian P C/O CRESTVIEW ADVISORS, L.L.C. 667 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10065 1 0 0 0 0001158783 MARCUS JEFFREY C/O CRESTVIEW ADVISORS, L.L.C. 667 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10065 1 0 0 0 0001693578 Kilpatrick Daniel G. C/O CRESTVIEW ADVISORS, L.L.C. 667 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10065 1 0 0 0 Class A Common Stock 2017-06-09 4 C 0 648462 A 6557596 I See Footnotes Class B Common Stock 2017-06-09 4 D 0 648462 D 20975090 I See Footnotes Class A Common Stock 2017-06-09 4 S 0 825000 27.75 D 5732596 I See Footnotes Common LLC Units 2017-06-09 4 C 0 648462 D Class A Common Stock 648462 20975090 I See Footnotes Reflects the redemption (the "Redemption") by the Reporting Persons of Common LLC Units ("Units") of CWGS Enterprises, LLC, a direct subsidiary of the Issuer, directly owned by CVRV Acquisition LLC in exchange for newly-issued shares of Class A Common Stock of the Issuer ("Class A Shares") on a one-for-one basis. Reflects the cancellation for no consideration of a number shares of Class B Common Stock of the Issuer ("Class B Shares") directly owned by CVRV Acquisition LLC equal to the number of Units redeemed by the Reporting Persons pursuant to their terms in connection with the Redemption. Reflects the number of Class A Shares sold by the Reporting Persons pursuant to the underwriters' exercise of their option to purchase additional Class A Shares in connection with the secondary offering of the Issuer which closed on May 31, 2017. Reflects Class A Shares directly owned by CVRV Acquisition II LLC and 22,335 Class A Shares underlying awards of restricted stock units ("RSUs") previously granted to Jeffrey A. Marcus, Brian P. Cassidy and Daniel G. Kilpatrick (each, a "Crestview Director"), in the aggregate, under the Issuer's 2016 Incentive Award Plan. Each Crestview Director has assigned all rights, title and interest in the Class A Shares underlying the RSUs to Crestview Advisors, L.L.C. Represents Class B Shares directly owned by CVRV Acquisition LLC. Represents Units directly owned by CVRV Acquisition LLC. The Units are redeemable at any time by the Reporting Person for, at the election of the Issuer, newly-issued Class A Shares on a one-for-one basis or a cash payment equal to the volume weighted average market price of one Class A Share for each Unit redeemed. Upon the redemption of any Units, a number of Class B Shares equal to the number of Units that are redeemed will be cancelled by the Issuer for no consideration. Crestview Partners II GP, L.P., is the general partner of each of (i) Crestview Partners II, L.P. and Crestview Partners II (FF), L.P., each of which are members of CVRV Acquisition LLC and (ii) Crestview Partners II (TE), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P., each of which is a member of CVRV Acquisition II LLC. Crestview Advisors, L.L.C. provides investment advisory and management services to certain of the foregoing entities. Each of Crestview Partners II GP, L.P., Crestview Partners II, L.P. and Crestview Partners II (FF), L.P. may be deemed to have beneficial ownership of the Class B Shares and the Units that are directly owned by CVRV Acquisition LLC. Each of Crestview Partners II GP, L.P., Crestview Partners II (TE), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P. may be deemed to have beneficial ownership of the Class A Shares directly owned by CVRV Acquisition II LLC. Jeffrey A. Marcus, Brian P. Cassidy and Daniel G. Kilpatrick are each members of the Issuer's board of directors. Messrs. Marcus and Cassidy are Partners of Crestview, L.L.C. (which is the general partner of Crestview Partners II GP, L.P.) and Partners of Crestview Advisors, L.L.C. Mr. Kilpatrick is a Principal of Crestview Advisors, L.L.C. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. See Exhibit 99.1 for the signatures of each of the Reporting Persons other than the Designated Filer. By: Crestview, L.L.C., the general partner of the Designated Filer, By: /s/ Ross A. Oliver, General Counsel 2017-06-09 EX-99.1 2 dp77138_4-ex9901.htm EXHIBIT 99.1

 

EXHIBIT 99.1

 

Joint Filer Information

 

Each of the following joint filers has designated Crestview Partners II GP, L.P. as the “Designated Filer” for purposes of the attached Form 4:

 

1.  

CVRV Acquisition LLC

c/o Crestview Partners

667 Madison Avenue, 10th Floor

New York, NY 10065

2.  

CVRV Acquisition II LLC

c/o Crestview Partners

667 Madison Avenue, 10th Floor

New York, NY 10065

3.  

Crestview Advisors, L.L.C.

c/o Crestview Partners

667 Madison Avenue, 10th Floor

New York, NY 10065

4.  

Brian P. Cassidy

c/o Crestview Advisors, L.L.C.

667 Madison Avenue, 10th Floor

New York, NY 10065

5.  

Jeffrey A. Marcus

c/o Crestview Advisors, L.L.C.

667 Madison Avenue, 10th Floor

New York, NY 10065

6.  

Daniel G. Kilpatrick

c/o Crestview Advisors, L.L.C.

667 Madison Avenue, 10th Floor

New York, NY 10065

 

Date of Event Requiring Statement: June 9, 2017

Issuer Name and Ticker or Trading Symbol: Camping World Holdings, Inc. [CWH]

 

CVRV ACQUISITION LLC

 

By:

/s/ Ross A. Oliver

  Name: Ross A. Oliver
  Title: General Counsel

 

CVRV ACQUISITION II LLC

 

By:

/s/ Ross A. Oliver

  Name: Ross A. Oliver
  Title: General Counsel

 

 

CRESTVIEW ADVISORS, L.L.C.

 

By:

/s/ Ross A. Oliver

  Name: Ross A. Oliver
  Title: General Counsel

 

JEFFREY A. MARCUS

 

By:

/s/ Ross A. Oliver, Attorney-in-Fact

 

BRIAN P. CASSIDY

 

By:

/s/ Ross A. Oliver, Attorney-in-Fact

 

DANIEL G. KILPATRICK

 

By:

/s/ Ross A. Oliver, Attorney-in-Fact

 

 

Date: June 9, 2017