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TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS

Table of Contents

As filed with the Securities and Exchange Commission on October 3, 2016

Registration No. 333-211977


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 6
To

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



CAMPING WORLD HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  5561
(Primary Standard Industrial
Classification Code Number)
  81-1737145
(I.R.S. Employer
Identification No.)

250 Parkway Drive, Suite 270
Lincolnshire, IL 60069
Telephone: (847) 808-3000

(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)



Thomas F. Wolfe
Chief Financial Officer
250 Parkway Drive, Suite 270
Lincolnshire, IL 60069
Telephone: (847) 808-3000

(Name, address, including zip code, and telephone number, including
area code, of agent for service)



Copies to:

Marc D. Jaffe, Esq.
Ian D. Schuman, Esq.
Latham & Watkins LLP
885 Third Avenue
New York, NY 10022
Telephone: (212) 906-1200
Fax: (212) 751-4864

 

Alexander D. Lynch, Esq.
Faiza N. Rahman, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Telephone: (212) 310-8000
Fax: (212) 310-8007



APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT IS DECLARED EFFECTIVE.



            If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

            If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

            If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

            If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

            Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý
(Do not check if a
smaller reporting company)
  Smaller reporting company o



            The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

   


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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated October 3, 2016.

PRELIMINARY PROSPECTUS

11,363,636 Shares

LOGO

Camping World Holdings, Inc.

Class A Common Stock



             This is an initial public offering of shares of the Class A common stock of Camping World Holdings, Inc. We are selling 11,363,636 shares of Class A common stock.

             Prior to this offering, there has been no public market for the Class A common stock. It is currently estimated that the initial public offering price per share of our Class A common stock will be between $21.00 and $23.00. We have been authorized to list our Class A common stock on the New York Stock Exchange under the symbol "CWH."

             We will have three classes of common stock outstanding after this offering: Class A common stock, Class B common stock and Class C common stock. Each share of our Class A common stock and Class B common stock entitles 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 (as defined herein and currently indirectly owned by each of Stephen Adams and our Chairman and Chief Executive Officer, Marcus Lemonis), directly or indirectly, beneficially own in the aggregate 27.5% or more of all of the outstanding common units of CWGS Enterprises, LLC ("CWGS, LLC"), the shares of 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% of the total votes eligible to be cast by all of our stockholders on all matters presented to a vote of our stockholders generally. Additionally, we will have one authorized share of Class C common stock that will entitle its holder to the number of votes necessary such that the holder casts 5% of the total votes eligible to be cast by all of our stockholders on all matters presented to a vote of our stockholders generally. We will issue such share of Class C common stock to ML RV Group, LLC, a Delaware limited liability company, wholly-owned by our Chairman and Chief Executive Officer, Marcus Lemonis. Upon a Class C Change of Control (as defined herein under "Description of Capital Stock"), our Class C common stock shall no longer have any voting rights, such share of our Class C common stock will be cancelled for no consideration and will be retired, and we will not reissue such share of Class C common stock.

             We will be a holding company, and upon consummation of this offering and the application of proceeds therefrom, our principal asset will be the common units of CWGS, LLC that we purchase from CWGS, LLC and acquire in connection with the consummation of the Transactions (as defined herein) from certain of the indirect owners of membership interests in CWGS, LLC, collectively representing an aggregate 22.1% economic interest in CWGS, LLC. The remaining 77.9% economic interest in CWGS, LLC will be owned by the Continuing Equity Owners through their ownership of common units.

             We will be the sole managing member of CWGS, LLC. We will operate and control all of the business and affairs of CWGS, LLC and, through CWGS, LLC and its subsidiaries, conduct our business.

             Following this offering, we will be a "controlled company" within the meaning of the corporate governance rules of the New York Stock Exchange. See "Our Organizational Structure — Transactions" and "Management — Corporate Governance."

             See "Risk Factors" on page 24 to read about factors you should consider before buying shares of the Class A common stock.



             Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.



  Per Share   Total
 

Initial public offering price

  $   $  

Underwriting discounts and commissions(1)

  $   $  

Proceeds, before expenses, to Camping World Holdings, Inc. 

  $   $  

(1)
We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See "Underwriting."

             To the extent that the underwriters sell more than 11,363,636 shares of Class A common stock, the underwriters have the option to purchase up to an additional 1,704,545 shares from us at the initial price to public less the underwriting discount.



             The underwriters expect to deliver the shares of Class A Common stock against payment in New York, New York on                  , 2016.

Goldman, Sachs & Co.

  J.P. Morgan

BofA Merrill Lynch

 
Credit Suisse

Baird   KeyBanc Capital Markets   Wells Fargo Securities   Stephens Inc.



   

Prospectus dated    , 2016.


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GRAPHIC


Table of Contents

GRAPHIC


Table of Contents

TABLE OF CONTENTS

    Page
 

BASIS OF PRESENTATION

    ii  

TRADEMARKS

    iv  

MARKET AND INDUSTRY DATA

    iv  

NON-GAAP FINANCIAL MEASURES

    iv  

PROSPECTUS SUMMARY

    1  

RISK FACTORS

    24  

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    61  

OUR ORGANIZATIONAL STRUCTURE

    63  

USE OF PROCEEDS

    69  

CAPITALIZATION

    70  

DIVIDEND POLICY

    72  

DILUTION

    74  

SELECTED HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL AND OTHER DATA

    78  

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

    83  

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    98  

BUSINESS

    141  

MANAGEMENT

    162  

EXECUTIVE COMPENSATION

    171  

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

    197  

PRINCIPAL STOCKHOLDERS

    213  

DESCRIPTION OF CAPITAL STOCK

    215  

DESCRIPTION OF CERTAIN INDEBTEDNESS

    222  

SHARES ELIGIBLE FOR FUTURE SALE

    228  

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF CLASS A COMMON STOCK

    231  

UNDERWRITING

    235  

LEGAL MATTERS

    241  

EXPERTS

    241  

WHERE YOU CAN FIND MORE INFORMATION

    241  

INDEX TO FINANCIAL STATEMENTS

    F-1  



          You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. Our business, financial condition, results of operations and prospectus may have changed since that date.

          For investors outside the United States: We have not, and the underwriters have not, done anything that would permit this offering or possession or distribution of this prospectus or any free writing prospectus we may provide to you in connection with this offering in any jurisdiction where action for purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of Class A common stock and the distribution of this prospectus outside the United States. See "Underwriting."

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BASIS OF PRESENTATION

Organizational Structure

          In connection with the closing of this offering, we will effect certain organizational transactions. Unless otherwise stated or the context otherwise requires, all information in this prospectus reflects the consummation of the organizational transactions, the Recapitalization (as defined herein) and this offering, which we refer to collectively as the "Transactions." See "Our Organizational Structure" for a description of the Transactions and a diagram depicting our organizational structure after giving effect to the Transactions, including this offering.

          As used in this prospectus, unless the context otherwise requires, references to:

    "we," "us," "our," the "Company," "Camping World,"Good Sam" and similar references refer: (i) following the consummation of the Transactions, including this offering, to Camping World Holdings, Inc., and, unless otherwise stated, all of its subsidiaries, including CWGS Enterprises, LLC, which we refer to as "CWGS, LLC" and, unless otherwise stated, all of its subsidiaries, and (ii) on or prior to the completion of the Transactions, including this offering, to CWGS, LLC and, unless otherwise stated, all of its subsidiaries.

    "Continuing Equity Owners" refers collectively to ML Acquisition, funds controlled by Crestview Partners II GP, L.P. and the Former Profit Unit Holders and each of their permitted transferees that will own common units in CWGS, LLC after the Transactions and who may, following the consummation of this offering, redeem at each of their options their common units for, at our election (determined solely by our independent directors (within the meaning of the rules of the New York Stock Exchange) who are disinterested), cash or newly-issued shares of our Class A common stock as described in "Certain Relationships and Related Party Transactions — CWGS LLC Agreement."

    "Crestview" refers to Crestview Advisors, L.L.C., a registered investment adviser to private equity funds, including funds affiliated with Crestview Partners II GP, L.P.

    "CWGS LLC Agreement" refers to CWGS, LLC's amended and restated limited liability company agreement, which will become effective on or prior to the consummation of this offering.

    "Former Equity Owners" refers to those Original Equity Owners controlled by Crestview Partners II GP, L.P. that will exchange their direct or indirect ownership interests in CWGS, LLC for shares of our Class A common stock in connection with the consummation of this offering.

    "Former Profit Unit Holders" refers collectively to our named executive officers (excluding Marcus Lemonis), Andris A. Baltins and K. Dillon Schickli, who are members of our board of directors, and certain other current and former non-executive employees and former directors, in each case, who hold existing profit units in CWGS, LLC pursuant to CWGS, LLC's existing equity incentive plan and who will receive common units of CWGS, LLC in exchange for their profit units in connection with the Transactions.

    "ML Acquisition" refers to ML Acquisition Company, LLC, a Delaware limited liability company, indirectly owned by each of Stephen Adams and our Chairman and Chief Executive Officer, Marcus Lemonis.

    "ML Related Parties" refers to ML Acquisition and its permitted transferees of common units, as set forth in "Certain Relationships and Related Party Transactions — CWGS LLC Agreement — Agreement in Effect Upon Consummation of this Offering."

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    "ML RV Group" refers to ML RV Group, LLC, a Delaware limited liability company, wholly-owned by our Chairman and Chief Executive Officer, Marcus Lemonis.

    "Original Equity Owners" refers to the direct and certain indirect owners of interests in CWGS, LLC, collectively, prior to the Transactions, which includes ML Acquisition, funds controlled by Crestview Partners II GP, L.P. and the Former Profit Unit Holders.

          We will be a holding company and the sole managing member of CWGS, LLC, and upon completion of this offering and the application of proceeds therefrom, our principal asset will consist of common units of CWGS, LLC.

Presentation of Financial and Other Information

          CWGS Enterprises, LLC is the predecessor of the issuer, Camping World Holdings, Inc., for financial reporting purposes. Camping World Holdings, Inc. will be the audited financial reporting entity following this offering. Accordingly, this prospectus contains the following historical financial statements:

    Camping World Holdings, Inc.  Other than the inception balance sheet, dated as of March 8, 2016, and the unaudited balance sheet, dated as of June 30, 2016, the historical financial information of Camping World Holdings, Inc. has not been included in this prospectus as it is a newly incorporated entity, has no business transactions or activities to date and had no assets or liabilities during the periods presented in this prospectus.

    CWGS Enterprises, LLC.  As we will have no other interest in any operations other than those of CWGS Enterprises, LLC and its subsidiaries, the historical consolidated financial information included in this prospectus is that of CWGS Enterprises, LLC and its subsidiaries.

          The unaudited pro forma financial information of Camping World Holdings, Inc. presented in this prospectus has been derived by the application of pro forma adjustments to the historical consolidated financial statements of CWGS Enterprises, LLC and its subsidiaries included elsewhere in this prospectus. These pro forma adjustments give effect to the Recapitalization, as described in "Our Organizational Structure," the payment of certain special distributions to the members of CWGS, LLC subsequent to June 30, 2016 and the other Transactions described in "Our Organizational Structure," including the consummation of this offering, as if all such transactions had occurred on January 1, 2015, in the case of the unaudited pro forma consolidated statements of income data, and as of June 30, 2016, in the case of the unaudited pro forma consolidated balance sheet. See "Unaudited Pro Forma Consolidated Financial Information" for a complete description of the adjustments and assumptions underlying the pro forma financial information included in this prospectus.

          We define an "Active Customer" as a customer who has transacted with us in any of the eight most recently completed fiscal quarters prior to the date of measurement. Unless otherwise indicated, the date of measurement is June 30, 2016, our most recently completed fiscal quarter.

          Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Percentage amounts included in this prospectus have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere in this prospectus. Certain other amounts that appear in this prospectus may not sum due to rounding.

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TRADEMARKS

          This prospectus includes our trademarks, trade names and service marks, such as "Camping World" and "Good Sam," which are protected under applicable intellectual property laws and are our property. This prospectus also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent permitted under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names and service marks. We do not intend our use or display of other parties' trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.


MARKET AND INDUSTRY DATA

          Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate is based on information from independent industry and research organizations, other third party sources and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and third party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our experience in, and knowledge of, such industry and markets, which we believe to be reasonable. References herein to the approximately 9 million U.S. households that own a recreational vehicle ("RV") are based on The RV Consumer in 2011, an industry report published by the University of Michigan in 2011 (the "RV Survey"), which we believe to be the most recent such survey. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements." These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.


NON-GAAP FINANCIAL MEASURES

          Certain financial measures presented in this prospectus, such as EBITDA and Adjusted EBITDA, are not recognized under accounting principles generally accepted in the United States, which we refer to as "GAAP." We define these terms as follows:

    "EBITDA" is defined as net income before other interest expense (excluding floor plan interest expense), provision for income taxes and depreciation and amortization.

    "Adjusted EBITDA" is defined as net income before other interest expense (excluding floor plan interest expense), provision for income taxes, depreciation and amortization, adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include, among other things, loss (gain) on debt repayment, loss (gain) on sale of assets and disposition of stores, monitoring fees, an adjustment to rent on right to use assets and other unusual or one-time items. We believe that Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of certain items that do not relate to our business performance.

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          EBITDA and Adjusted EBITDA are included in this prospectus because they are key metrics used by management and our board of directors as follows:

    as a measurement of operating performance because they assist us in comparing the operating performance of our business on a consistent basis, as they remove the impact of items not directly resulting from our core operations;

    for planning purposes, including the preparation of our internal annual operating budget and financial projections;

    to evaluate the performance and effectiveness of our operational strategies; and

    to evaluate our capacity to fund capital expenditures and expand our business.

          EBITDA and Adjusted EBITDA are also frequently used by analysts, investors and other interested parties to evaluate companies in our industry. EBITDA and Adjusted EBITDA are not GAAP measures of our financial performance and should not be considered as alternatives to net income as a measure of financial performance, or any other performance measure derived in accordance with GAAP. Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Additionally, EBITDA and Adjusted EBITDA are not intended to be measures of discretionary cash to invest in the growth of our business, as they do not reflect tax payments, debt service requirements, capital expenditures and certain other cash costs that may recur in the future, including, among other things, cash requirements for working capital needs and cash costs to replace assets being depreciated and amortized. Management compensates for these limitations by relying on our GAAP results in addition to using EBITDA and Adjusted EBITDA supplementally. Our measures of EBITDA and Adjusted EBITDA are not necessarily comparable to similarly titled captions of other companies due to different methods of calculation.

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PROSPECTUS SUMMARY

          This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before deciding to invest in our Class A common stock. You should read the entire prospectus carefully, including the "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Some of the statements in this prospectus constitute forward-looking statements. See "Cautionary Note Regarding Forward-Looking Statements."

Our Company

          We believe we are the only provider of a comprehensive portfolio of services, protection plans, products and resources for recreational vehicle ("RV") enthusiasts. Approximately 9 million households in the U.S. own an RV, and of that installed base, we have approximately 3.3 million Active Customers. We generate recurring revenue by providing RV owners and enthusiasts the full spectrum of services, protection plans, products and resources that we believe are essential to operate, maintain and protect their RV and to enjoy the RV lifestyle. We provide these offerings through our two iconic brands: Good Sam and Camping World.

Good Sam Consumer Services and
Plans
 
Camping World Retail
Consumer Services
and Plans
  New and Used
Vehicles
  Parts, Service
and Other
  Dealership Finance
and Insurance

Extended vehicle service contracts

Emergency roadside assistance

Property and casualty insurance programs

Membership clubs

Vehicle financing and refinancing

Travel protection

Co-branded credit cards

Consumer activities and resources:

 Membership events and chapters

 Consumer shows

 Trip planning, travel directories and campground / fuel discounts

 Consumer magazines

 E-commerce and social media

 Contact centers and technical hotlines

 Hosted online forums

 

New and used travel trailers

New and used fifth wheel trailers

New and used motorhomes

 

RV and auto repair and maintenance

Installation of parts and accessories

Collision repair

OEM and aftermarket parts

RV accessories, maintenance products and supplies

 Outdoor lifestyle products

 Generators and electrical

 Satellite receivers and GPS

 Towing and hitching

 RV appliances

 Essential supplies

 

Vehicle financing

Protection plans

 Extended vehicle service contracts

 Tire, wheel, paint and fabric protection

 Gap protection

 Travel protection

 Emergency roadside assistance and alert notifications

          We believe our Good Sam branded offerings provide the industry's broadest and deepest range of services, protection plans, products and resources, including: extended vehicle service contracts and insurance protection plans, roadside assistance, membership clubs and financing products. A majority of these programs are on a multi-year or annually renewable basis. Across our extended vehicle service contracts, emergency roadside assistance, property and casualty insurance programs and membership clubs, for each of the years ended December 31, 2015, 2014 and 2013, we experienced high annual retention rates that ranged between 66% and 74%, 63% and 76% and 64% and 79%, respectively. We also operate the Good Sam Club, which we believe is the

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largest RV organization in the world, with approximately 1.7 million members as of June 30, 2016. Membership benefits include a variety of discounts, exclusive benefits, specialty publications and other membership benefits, all of which we believe enhance the RV experience, drive customer engagement and provide cross-selling opportunities for our other services, protection plans and products.

          Our Camping World brand operates the largest national network of RV-centric retail locations in the United States through our 120 retail locations in 36 states, as of June 30, 2016, and through our e-commerce platforms. We believe we are significantly larger in scale than our next largest competitor. We provide new and used RVs, repair parts, RV accessories and supplies, RV repair and maintenance services, protection plans, travel assistance plans, RV financing, and lifestyle products and services for new and existing RV owners. Our retail locations are staffed with knowledgeable local team members, providing customers access to extensive RV expertise. Our retail locations are strategically located in key national RV markets. In 2015, our network generated approximately 3.5 million unique transactions, continuing to build our Active Customer database.

          We attract new customers primarily through our retail locations, e-commerce platforms and direct marketing. Once we acquire our customers through a transaction, they become part of our customer database where we leverage customized customer relationship management ("CRM") tools and analytics to actively engage, market and sell multiple products and services. Our goal is to consistently grow our customer database through our various channels to increasingly cross-sell our products and services.

Summary of 2015 financial performance and key metrics

          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:

    our Active Customer database had approximately 3.1 million customers on December 31, 2015, representing a 4.9% five-year compound annual growth rate ("CAGR");

    our total revenue was $3,333.3 million for the fiscal year ended December 31, 2015, representing a 21.3% five-year CAGR;

    our net income was $178.5 million for the fiscal year ended December 31, 2015, representing a 139.8% five-year CAGR; and

    our Adjusted EBITDA was $253.7 million for the fiscal year ended December 31, 2015, representing a 25.6% five-year CAGR.

          Adjusted EBITDA is a non-GAAP measure. For a reconciliation of Adjusted EBITDA to net income, the most closely comparable GAAP measure, see "— Summary Historical and Pro Forma Consolidated Financial and Other Data."

Our Market and Our Customer

          The estimated number of U.S. households that own an RV is approximately 9 million, which we believe has grown consistently over the past 20 years, including during the last economic downturn. We have approximately 3.3 million Active Customers and aim to market and sell our services, protection plans, products and resources to the growing number of new market entrants.

          The recreational vehicle industry is characterized by RV enthusiasts' investment in, and steadfast commitment to, the RV lifestyle. Owners spend on insurance, extended service contracts, roadside assistance and regular maintenance in order to protect and maintain their RV. They typically invest in new accessories and the necessary installation costs as they upgrade their RV. They also spend on services and resources as they plan, engage in, and return from their road

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trips. Furthermore, based on industry research and management's estimates, we believe that RV owners typically trade-in to buy another RV every four to five years.

          A key factor supporting the growth of the installed base of RV owners is continued positive demographic trends within the consumer base. The RV owner installed base has benefited positively from the aging and the increased industry penetration of the baby boomer consumer demographic, those aged 52 to 70 years old. In addition to growth from baby boomers, the Recreational Vehicle Industry Association ("RVIA") estimates the fastest growing RV owner age group includes Generation X consumers, those currently 35 to 54 years old. The U.S. Census Bureau estimates that approximately 84 million Americans were of the age 35 to 54 years old in 2014. Our strong brand awareness, breadth of services, scale of operations, and our targeted marketing and sponsorship have enabled us to generate meaningful growth with this younger demographic of new market entrants. This is evidenced by the decline in the average age of our customers in recent years.

          In addition to positive age trends, according to the RV Survey, the typical RV customer has, on average, a household income of approximately $75,000. This is approximately 50% higher than the median household income of the broader United States population at the time of the RV survey, according to the U.S. Census Bureau. The higher average income has resulted in a more resilient RV consumer with greater buying power across economic cycles.

          Taken together, we believe the growing installed base of RV owners, an increase in the pool of potential RV customers due to an aging baby boomer demographic, and the increased RV ownership amongst younger consumers should continue to grow the installed base of RV owners, and will have a positive impact on RV usage.

Our Strengths

          Our Iconic Brands.    With over fifty years of history dating back to 1966, we believe Camping World and Good Sam are iconic, industry defining brands that are synonymous with the RV lifestyle. Our consistent quality, breadth and depth of offerings, as well as our comprehensive range of RV lifestyle resources, have resulted in our customers having passionate loyalty to and enduring trust in our brands.

          Comprehensive Portfolio of Services, Protection Plans and Products.    We believe we are the only provider of a comprehensive portfolio of services, protection plans, products and resources for RV enthusiasts. We offer more than 10,000 products and services through our retail locations and membership clubs. Our offerings are based on 50 years of experience and customer feedback from RV enthusiasts. Further, we evaluate new products and, through acquisitions or our supplier collaborations, offer certain unique products that are developed based on customer feedback, including private label products.

          Customer Database.    We have over 11 million unique contacts in our database and we have approximately 3.3 million Active Customers. We use a customized CRM system and database analytics to track customers and selectively market and cross-sell our offerings. We believe our customer database is a competitive advantage and significant barrier to entry.

          Leading Market Position and Scale.    Camping World is the largest national RV retail network in the United States, and we believe Good Sam is the largest RV organization in the world, with each of our businesses having a distinct web presence through our e-commerce platforms. Our scale and our long-term stability make us attractive to our suppliers, financiers and real estate investors. The strong relationship with our suppliers enables us to negotiate attractive product pricing and availability. We also align with our suppliers on product development in which we leverage our customer base to provide feedback in exchange for exclusive early launch periods for

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new products. In recent years, we have also leveraged our supplier relationships to introduce private label products, which has improved our product availability.

          Core of High Margin, Recurring Revenue.    At the core of our offerings are certain high margin products and services targeting the installed base of RV households that generate recurring revenue streams. These offerings include certain Consumer Services and Plan offerings, which we believe are characterized by increased customer engagement, such as our extended vehicle service contracts, emergency roadside assistance, property and casualty insurance programs and membership clubs. As of December 31, 2015, 2014 and 2013, we had 2.5 million, 2.4 million and 2.2 million participants, respectively, across these Consumer Services and Plan offerings, including those who participated in more than one of our offerings. The increased engagement of our customers in these areas has led to high annual retention rates. Across our extended vehicle service contracts, emergency roadside assistance, property and casualty insurance programs and membership clubs, for each of the years ended December 31, 2015, 2014 and 2013, we experienced high annual retention rates that ranged between 66% and 74%, 63% and 76% and 64% and 79%, respectively. These offerings also include our Retail parts, services and other offerings, which we believe to be stable and more consistent than the sale of new and used vehicles. Concentrating on our Consumer Services and Plan and Retail parts, services and other offerings has allowed us to grow a core of recurring revenue with gross margins of 53.2% and 46.2%, respectively, for the year ended December 31, 2015, which is significantly higher than our consolidated gross margins of 27.4% for the year ended December 31, 2015.

          Variable Cost Structure and Capital Efficient Model.    Our decentralized and flat management structure coupled with incentive programs focused on profitability have allowed us to achieve a highly variable cost structure. Our database analytics provide us significant flexibility and meaningfully improve our marketing efficiency via nimble, targeted marketing programs. We believe our model leads to strong and stable margins through economic cycles, resulting in what we believe to be high cash flow generation, low capital expenditure requirements and impressive returns on invested capital. As a result, we have been successful in generating access to highly attractive real estate and floor plan financing terms, thereby reducing costs and significantly reducing our need for capital. This capital efficient model provides a large share of capital funding at attractive terms for new locations and acquisitions.

          Experienced Team.    Our management team has an average of 20 years of industry experience. We offer highly competitive compensation tightly tied to performance, which has allowed us to attract and retain our highly experienced management team. Since 2011, our team has increased total revenue from $1,538.5 million to $3,333.3 million for the year ended December 31, 2015, increased net income from $5.4 million to $178.5 million for the year ended December 31, 2015 and increased Adjusted EBITDA from $101.8 million to $253.7 million for the year ended December 31, 2015.

Our Growth Strategy

          Grow Our Active Base of Customers.    We believe our strong brands, leading market position, ongoing investment in our service platform, broad product portfolio and full suite of resources will continue to provide us with competitive advantages in targeting and capturing a larger share of consumers with whom we do not currently transact in addition to the growing number of new RV enthusiasts that will enter the market. We expect to continue to grow the Active Customer base primarily through three strategies:

    Targeted Marketing.  We continuously work to attract new customers to our existing retail and online locations through targeted marketing, attractive introductory offerings and access to our wide array of resources for RV enthusiasts. We have focused specifically on marketing to the fast-growing demographic of younger market entrants, and through our

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      NASCAR Truck Series and participation at college athletic events and music festivals, we believe we attract an outsized share of younger RV owners to our platform.

    Greenfield Retail Locations.  We establish retail locations in new and existing markets to expand our customer base. Target markets and locations are identified by employing proprietary data and analytical tools. We believe there is ample white space for additional development opportunities which, consistent with most of our locations, have the benefit of what we believe to be low-cost land acquisition prices. We typically take eight to 14 months from site identification until we open the doors to the new store. Since 2011 we have successfully opened 13 new greenfield locations. We intend to continue to open sites that will grow our Active Customer base and present attractive risk-adjusted returns and significant value-creation opportunities. Our greenfield locations typically reach profitability within three months.

    Retail Location Acquisitions.  The RV dealership industry is highly fragmented with a large number of independent RV dealers. We use acquisitions of independent dealers as a fast and capital efficient alternative to new retail location openings to expand our business and grow our customer base. While acquired sites typically remain open following an acquisition, in certain instances we may close a location following an acquisition for remodeling for a period of time generally not in excess of eight weeks. We believe our experience and scale allow us to operate these acquired locations more efficiently. Since 2011 we have successfully acquired and integrated 35 new retail locations, and in 2015 we sold two retail locations. Our acquisitions are typically profitable within two full calendar months after an acquisition, with the exception of acquisitions we consider turn-around opportunities, which are typically profitable within two to four months. We intend to continue to pursue acquisitions that will grow our Active Customer base and present attractive risk-adjusted returns and significant value-creation opportunities.

          Cross-Sell Growing Portfolio of Services, Protection Plans and Products.    We believe our customer database of over 11 million unique contacts provides us with the opportunity to continue our growth through the cross-selling of our products and services. We use our customized CRM system and database analytics to proactively market and cross-sell to Active Customers. We also seek to increase the penetration of our customers who exhibit higher multi-product attachment rates.

          New Products and Vertical Acquisitions.    Introduction of new products enhances our cross-selling effort, both by catering to evolving customer demands and by bringing in new customers. Through relationships with existing suppliers and through acquisitions, we will look to increase the new products we can offer to our customers. Similarly, an opportunistic vertical acquisition strategy allows us to earn an increased margin on our services, protection plans and products, and we evaluate such acquisitions that can allow us to capture additional sales from our customers at attractive risk-adjusted returns.

Summary Risk Factors

          Participating in this offering involves substantial risk. Our ability to execute our strategy is also subject to certain risks. The risks described under the heading "Risk Factors" included elsewhere in this prospectus may cause us not to realize the full benefits of our strengths or may cause us to be unable to successfully execute all or part of our strategy. Some of the most significant challenges and risks include the following:

    our business is affected by the availability of financing to us and our customers;

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    shortages of gasoline and diesel fuel have had a material adverse effect on the RV industry as a whole in the past and could have a material adverse effect on our business, financial condition or results of operations;

    the interruption or discontinuance of the operations of our suppliers and manufacturers could cause us to experience shortfalls, disruptions, or delays with respect to needed inventory;

    our business model is impacted by general economic conditions in our markets, and ongoing economic and financial uncertainties may cause a decline in consumer spending;

    we depend on our ability to attract and retain customers;

    we operate in a highly fragmented and competitive industry and may face increased competition;

    we may not be successful in opening, acquiring or operating new retail locations in any existing or new markets into which we expand;

    we depend on the value and strength of our brands;

    we will incur increased costs and obligations as a result of being a public company;

    whether we are able to realize any tax benefits that may arise from our organizational structure and any redemptions or exchanges of CWGS, LLC common units for cash or stock, including in connection with this offering;

    Marcus Lemonis, through his beneficial ownership of our shares directly or indirectly held by ML Acquisition and ML RV Group, will have substantial control over us and may approve or disapprove substantially all transactions and other matters requiring approval by our stockholders, including, but not limited to, the election of directors; and

    we are a "controlled company" within the meaning of the New York Stock Exchange (the "NYSE") listing requirements and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements.

          Before you invest in our Class A common stock, you should carefully consider all the information in this prospectus, including matters set forth under the heading "Risk Factors."

Summary of the Transactions

          Camping World Holdings, Inc., a Delaware corporation, was formed on March 8, 2016, to serve as the issuer of the Class A common stock offered hereby. Prior to this offering, all of our business operations have been conducted through CWGS, LLC and its subsidiaries.

          On September 21, 2016, we amended the credit agreement governing our Senior Secured Credit Facilities (as defined herein) to, among other things, permit this offering, provide for incremental term loan borrowings of $135.0 million, increase the capacity for payments by the Borrower (as defined herein) to CWGS, LLC for payment of regular quarterly distributions to its common unit holders, including us, and permit a $100.0 million special distribution of a portion of such incremental borrowings under our Senior Secured Credit Facilities from the Borrower to CWGS, LLC for a distribution to its members, which was also made on September 21, 2016. The remainder of the proceeds will be used for general corporate purposes, including the potential acquisition of dealerships. We refer to these transactions collectively as the "Recapitalization."

          We will consummate the following organizational transactions in connection with this offering:

    we will amend and restate CWGS, LLC's existing limited liability company agreement to, among other things, (i) convert all existing membership interests (including existing vested profit unit interests and all unvested profit unit interests, which will accelerate and vest in connection with this offering) in CWGS, LLC into 71,899,630 common units of CWGS, LLC,

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      and (ii) appoint Camping World Holdings, Inc. as the sole managing member of CWGS, LLC upon its acquisition of common units in connection with this offering;

    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% 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% 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% 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") and (iii) for the issuance of 62,002,729 shares of Class B common stock to the Continuing Equity Owners (other than the Former Profit Unit Holders) on a one-to-one basis with the number of common units of CWGS, LLC they own and for the issuance of one share of Class C common stock to ML RV Group, in each case, for nominal consideration;

    we will issue 11,363,636 shares of our Class A common stock to the purchasers in this offering (or 13,068,181 shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock) in exchange for net proceeds of approximately $230.4 million (or approximately $265.5 million if the underwriters exercise in full their option to purchase additional shares of Class A common stock, based upon an assumed initial public offering price of $22.00 per share (which is the midpoint of the price range set forth on the cover page of this prospectus));

    we will use all of the net proceeds from this offering to purchase 11,363,636 newly-issued common units (or 13,068,181 common units if the underwriters exercise their option in full to purchase additional shares of Class A common stock) directly from CWGS, LLC at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discounts and commissions, representing 13.6% (or 15.4% if the underwriters exercise their option in full to purchase additional shares of Class A common stock) of CWGS, LLC's outstanding common units following this offering;

    CWGS, LLC intends to use the net proceeds from the sale of common units to Camping World Holdings, Inc. to repay a portion of the outstanding borrowings under the Term Loan Facility (as defined herein) and the remainder for general corporate purposes. See "Use of Proceeds;"

    the Former Equity Owners will exchange their direct or indirect ownership interests in common units of CWGS, LLC for 7,063,716 shares of Class A common stock on a one-to-one basis; and

    Camping World Holdings, Inc. will enter into (i) a voting agreement (the "Voting Agreement") with ML Acquisition, ML RV Group, CVRV Acquisition LLC and CVRV Acquisition II LLC, (ii) a registration rights agreement (the "Registration Rights Agreement") with the Original Equity Owners and (iii) a tax receivable agreement (the "Tax Receivable Agreement") with CWGS, LLC, each of the Continuing Equity Owners and Crestview Partners II GP, L.P. For a description of the terms of the Voting Agreement, the Registration Rights Agreement and the Tax Receivable Agreement, see "Certain Relationships and Related Party Transactions."

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          We collectively refer to the foregoing organizational transactions and the Recapitalization as the "Transactions."

          Immediately following the consummation of the Transactions (including this offering):

    Camping World Holdings, Inc. will be a holding company and its principal asset will be the common units it purchases or acquires from CWGS, LLC and the Former Equity Owners;

    Camping World Holdings, Inc. will be the sole managing member of CWGS, LLC and will control the business and affairs of CWGS, LLC and its subsidiaries;

    Camping World Holdings, Inc. will own 18,427,352 common units, representing a 22.1% economic interest in the business of CWGS, LLC (or 20,131,897 common units, representing a 23.7% economic interest in the business of CWGS, LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

    the Continuing Equity Owners will own 64,835,914 common units, representing a 77.9% economic interest in the business of CWGS, LLC (or 64,835,914 common units, representing a 76.3% economic interest in the business of CWGS, LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock), with each common unit held by the Continuing Equity Owners redeemable from time to time at each of their options for, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), newly-issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed, in each case in accordance with the terms of the CWGS LLC Agreement; provided that, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), we may effect a direct exchange of such Class A common stock or such cash, as applicable, for such common units. The Continuing Equity Owners may exercise such redemption right for as long as their common units remain outstanding. See "Certain Relationships and Related Party Transactions — CWGS LLC Agreement;"

    the purchasers in this offering (i) will own 11,363,636 shares of Camping World Holdings, Inc.'s Class A common stock (or 13,068,181 shares of Camping World Holdings, Inc.'s Class A common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock), representing approximately 12.3% of the combined voting power of all of Camping World Holdings, Inc.'s common stock and approximately 61.7% of the economic interest in Camping World Holdings, Inc. (or approximately 13.6% of the combined voting power and 64.9% of the economic interest if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and (ii) through Camping World Holdings, Inc.'s ownership of CWGS, LLC's common units, indirectly will hold approximately 13.6% of the economic interest in the business of CWGS, LLC and its subsidiaries (or approximately 15.4% if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

    ML Acquisition (i) will own 36,056,094 shares of Camping World Holdings, Inc.'s Class B common stock, representing 47% of the combined voting power of all of Camping World Holdings, Inc.'s common stock for as long as the ML Related Parties, directly or indirectly, beneficially own in the aggregate 27.5% or more of all of the outstanding common units of CWGS, LLC and (ii) will own 36,056,094 common units, representing a 43.3% economic interest in the business of CWGS, LLC (or 36,056,094 common units, representing a 42.4% economic interest in the business of CWGS, LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

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    ML RV Group will own one share of Camping World Holdings, Inc.'s Class C common stock, representing 5% of the combined voting power of all of Camping World Holdings, Inc.'s common stock for as long as there is no Class C Change of Control (for the definition of "Class C Change of Control," please see "Description of Capital Stock");

    Funds controlled by Crestview Partners II GP, L.P. will indirectly own (i) 7,063,716 shares of Camping World Holdings, Inc.'s Class A common stock owned directly by CVRV Acquisition II LLC and (ii) 25,946,635 common units of CWGS, LLC and 25,946,635 shares of Class B common stock of Camping World Holdings, Inc., with such common units and shares of Class B common stock owned directly by CVRV Acquisition LLC, which combined represents approximately 35.7% of the combined voting power of all of Camping World Holdings, Inc.'s common stock and approximately 38.3% of the economic interest in Camping World Holdings, Inc. (or approximately 34.4% of the combined voting power and 35.1% of the economic interest if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and, through Camping World Holdings, Inc.'s ownership of CWGS, LLC's common units and CVRV Acquisition LLC's direct ownership of CWGS, LLC's common units, directly or indirectly will hold approximately 39.6% of the economic interest in the business of CWGS, LLC and its subsidiaries (or approximately 38.9% if the underwriters exercise in full their option to purchase additional shares of Class A common stock); and

    the Former Profit Unit Holders will own 2,833,185 common units of CWGS, LLC, representing a 3.4% economic interest in the business of CWGS, LLC (or 2,833,185 common units, representing a 3.4% economic interest in the business of CWGS, LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

          As the sole managing member of CWGS, LLC, we will operate and control all of the business and affairs of CWGS, LLC and, through CWGS, LLC and its subsidiaries, conduct the business. Following the Transactions and the consummation of this offering, we will record a significant non-controlling interest in our consolidated subsidiary, CWGS, LLC, relating to the ownership interest of the Continuing Equity Owners. Accordingly, although Camping World Holdings, Inc. will have a minority economic interest in CWGS, LLC, it will control the management of CWGS, LLC as the sole managing member. As a result, Camping World Holdings, Inc. will consolidate CWGS, LLC and record a non-controlling interest in consolidated entity for the economic interest in CWGS, LLC held by the Continuing Equity Owners.

          Unless otherwise indicated, this prospectus assumes the shares of Class A common stock are offered at $22.00 per share (the midpoint of the price range listed on the cover page of this prospectus). Although the number of shares of Class A common stock being offered hereby to the public and the total number of CWGS, LLC common units outstanding after the offering will remain fixed regardless of the initial public offering price in this offering, certain share information and CWGS, LLC common unit information presented in this prospectus will vary depending on the initial public offering price in this offering. Specifically, the relative allocation of the common units issued in the Transactions as among ML Acquisition, funds controlled by Crestview Partners II GP, L.P. and the Former Profit Unit Holders will vary, depending on the initial public offering price in this offering, which will also impact the shares of Class A common stock and Class B common stock issued to ML Acquisition and funds controlled by Crestview Partners II GP, L.P. in the Transactions. An increase in the assumed initial public offering price would result in a decrease in the amount of common units and, in turn, shares of Class A common stock and shares of Class B common stock issued to ML Acquisition and funds controlled by Crestview Partners II GP, L.P. and an increase in the amount of common units issued to the Former Profit Unit Holders on an aggregate basis. A decrease in the assumed initial public offering price would result in an increase in the amount of common units and, in turn, shares of Class A common stock and shares of Class B common stock issued to ML Acquisition and funds controlled by Crestview Partners II GP, L.P. and a decrease in the amount of common units issued to the Former Profit Unit Holders on an aggregate basis.

          For more information regarding our structure, see "Our Organizational Structure."

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Ownership Structure

          The diagram below depicts our organizational structure after giving effect to the Transactions, including this offering, assuming no exercise by the underwriters of their option to purchase additional shares of Class A common stock. Prior to this offering, certain funds controlled by Crestview Partners II GP, L.P. and ML Acquisition held ownership interests in CWGS, LLC and the Former Profit Unit Holders and ML Acquisition held profit units in CWGS, LLC pursuant to its equity incentive plan.

GRAPHIC


(1)
ML RV Group is wholly-owned by our Chairman and Chief Executive Officer, Marcus Lemonis.
(2)
ML Acquisition will hold its shares of Class B common stock in Camping World Holdings, Inc. and its common units in CWGS, LLC through CWGS Holding, LLC, a wholly owned subsidiary of ML Acquisition. ML Acquisition is currently indirectly owned by each of Stephen Adams and our Chairman and Chief Executive Officer, Marcus Lemonis.
(3)
Certain funds controlled by Crestview Partners II GP, L.P., as Continuing Equity Owners, will hold their common units in CWGS, LLC through CVRV Acquisition LLC, which is wholly owned by such funds. Certain other funds controlled by Crestview Partners II GP, L.P., as Former Equity Owners, will hold their Class A common stock in Camping World Holdings, Inc. through CVRV Acquisition II LLC, which is wholly owned by such funds.
(4)
CWGS Group, LLC, a direct wholly-owned subsidiary of CWGS, LLC, is the borrower under our Senior Secured Credit Facilities. FreedomRoads, LLC, an indirect wholly-owned subsidiary of CWGS, LLC, is the borrower under our Floor Plan Facility.
(5)
A portion of these common units will be held through a wholly-owned subsidiary of Camping World Holdings, lnc. as a result of the Former Equity Owners exchanging their indirect ownership interests in common units of CWGS, LLC for shares of Class A common stock on a one-to-one basis as part of the Transactions.

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Our History and Corporate Information

          Founded in 1966, our Good Sam and Camping World brands have delivered superior specialty services and protection plans, expert advice and high-quality products to the growing community of RV owners and outdoor enthusiasts for 50 years. Good Sam combined with Camping World in 1997, when the Good Sam Club had approximately 911,000 members and Camping World had 26 retail locations. In 2011, Camping World Good Sam combined with FreedomRoads, a successful RV dealership business founded in 2003, to form the largest provider of products and services for RVs in North America. Over the past five years, we have continued to invest in our growth, driving an increase in our Active Customer base from approximately 2.6 million as of December 31, 2011 to approximately 3.3 million as of June 30, 2016.

          Camping World Holdings, Inc., the issuer of the Class A common stock offered hereby, was incorporated as a Delaware corporation on March 8, 2016. On June 8, 2016, we effected a name change from CWGS, Inc. to Camping World Holdings, Inc. Our corporate headquarters are located at 250 Parkway Drive, Suite 270, Lincolnshire, IL 60069. Our telephone number is (847) 808-3000. Our principal website address is www.campingworld.com. The information on any of our websites is deemed not to be incorporated by reference in this prospectus or to be part of this prospectus.

          After giving effect to the Transactions, including this offering, Camping World Holdings, Inc. will be a holding company whose principal asset will be 22.1% of the outstanding common units of CWGS, LLC, a Delaware limited liability company (or 23.7% if the underwriters exercise in full their option to purchase additional shares of our Class A common stock).

Crestview

          Founded in 2004, Crestview is a value-oriented private equity firm focused on the middle market. The firm is based in New York and manages funds with over $7 billion of aggregate capital commitments. The firm is led by a group of partners who have complementary experience and distinguished backgrounds in private equity, finance, operations and management. Crestview's senior investment professionals primarily focus on sourcing and managing investments in each of the specialty areas of the firm: media, energy, financial services and industrials. For additional information regarding Crestview's ownership in us after this offering see "— Summary of the Transactions" and "Principal Stockholders."

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The Offering

Issuer

  Camping World Holdings, Inc.

Shares of Class A common stock offered by us

  11,363,636 shares.

Underwriters' option to purchase additional shares of Class A common stock

  1,704,545 shares.

Shares of Class A common stock to be issued to the Former Equity Owners

  7,063,716 shares.

Shares of Class A common stock to be outstanding immediately after this offering

  18,427,352 shares, representing 19.9% of the voting interest and 100% of the economic interest in Camping World Holdings, Inc.

Shares of Class B common stock to be outstanding immediately after this offering

  62,002,729 shares, representing 75.1% of the voting interest and no economic interest in Camping World Holdings, Inc.

Shares of Class C common stock to be outstanding immediately after this offering

  One share, representing 5% of the voting interest and no economic interest in Camping World Holdings, Inc.

Common units of CWGS, LLC to be held by us immediately after this offering

  18,427,352 common units, representing a 22.1% economic interest in the business of CWGS, LLC (or 20,131,897 common units, representing a 23.7% economic interest in the business of CWGS, LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

Common units of CWGS, LLC to be held by the Continuing Equity Owners after this offering

  64,835,914 common units, representing a 77.9% economic interest in the business of CWGS, LLC (or 64,835,914 common units, representing a 76.3% economic interest in the business of CWGS,  LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

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Ratio of shares of Class A common stock to common units

  Our certificate of incorporation and the CWGS LLC Agreement will require that we and CWGS, LLC at all times maintain a one-to-one ratio between the number of shares of Class A common stock issued by us and the number of common units of CWGS, LLC owned by us.

Ratio of shares of Class B common stock to common units

  Our certificate of incorporation and the CWGS LLC Agreement will require that we and CWGS, LLC at all times maintain a one-to-one ratio between the number of shares of Class B common stock owned by the Continuing Equity Owners (other than the Former Profit Unit Holders) and the number of common units of CWGS, LLC owned by the Continuing Equity Owners (other than the Former Profit Unit Holders).

Permitted holders of shares of Class B common stock

  Only the Continuing Equity Holders (other than the Former Profit Unit Holders) and their permitted transferees of common units as described herein will be permitted to hold shares of our Class B common stock. Shares of Class B common stock are transferable only together with an equal number of common units of CWGS, LLC. See "Certain Relationships and Related Party Transactions — CWGS LLC Agreement — Agreement in Effect Upon Consummation of this Offering."

Permitted holders of shares of Class C common stock

  Only ML RV Group as described herein will be permitted to hold our Class C common stock, and upon a Class C Change of Control (as defined herein under "Description of Capital Stock"), our Class C common stock shall no longer have any voting rights, such share of our Class C common stock will be cancelled for no consideration and will be retired, and we will not reissue such share of Class C common stock.

Voting rights

  Holders of shares of our Class A common stock, our Class B common stock and our Class C common stock will vote together as a single class on all matters presented to stockholders for their vote or approval, except as otherwise required by law or our amended and restated certificate of incorporation. Each share of Class A common stock and Class B common stock entitles 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% 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% of the total votes eligible to be cast by all of our stockholders on all matters presented to a vote of our stockholders generally.

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  Additionally, our one share of Class C common stock will entitle ML RV Group, its holder, to the number of votes necessary such that the holder casts 5% 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. For the definition of "Class C Change of Control," please see "Description of Capital Stock." Accordingly, Marcus Lemonis, through his beneficial ownership of our shares directly or indirectly held by ML Acquisition and ML RV Group, will control more than 50% of the voting power of our common stock and, subject to the Voting Agreement as described herein, may approve or disapprove substantially all transactions and other matters requiring approval by our stockholders, including the election of directors.

Redemption rights of holders of common units

  The Continuing Equity Owners may from time to time at each of their options require CWGS, LLC to redeem all or a portion of their common units (64,835,914 common units outstanding immediately after this offering) in exchange for, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), newly-issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed, in each case in accordance with the terms of the CWGS LLC Agreement; provided that, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), we may effect a direct exchange of such Class A common stock or such cash, as applicable, for such common units. The Continuing Equity Owners may exercise such redemption right for as long as their common units remain outstanding. See "Certain Relationships and Related Party Transactions — CWGS LLC Agreement." Simultaneously with the payment of cash or shares of Class A common stock, as applicable, in connection with a redemption or exchange of common units pursuant to the terms of the CWGS LLC Agreement, a number of shares of our Class B common stock registered in the name of the redeeming or exchanging Continuing Equity Owner (other than Former Profit Unit Holders) will be cancelled for no consideration on a one-for-one basis with the number of common units so redeemed or exchanged.

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Use of proceeds

  We estimate, based upon an assumed initial public offering price of $22.00 per share (which is the midpoint of the price range set forth on the cover page of this prospectus), we will receive net proceeds from this offering of approximately $230.4 million (or $265.5 million if the underwriters exercise their option in full to purchase additional shares of Class A common stock), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds from this offering to purchase 11,363,636 common units (or 13,068,181 common units if the underwriters exercise their option in full to purchase additional shares of Class A common stock) directly from CWGS, LLC at a price per unit equal to the initial public offering price per share of Class A common stock in this offering, less the underwriting discounts and commissions. CWGS, LLC intends to use the net proceeds from the sale of common units to Camping World Holdings, Inc. to repay a portion of the outstanding borrowings under the Term Loan Facility, including $100.0 million of borrowings used to pay a distribution to its members as part of the Recapitalization, and the remainder for general corporate purposes.

Dividend policy

  CWGS, LLC intends to make a regular quarterly cash distribution to its common unit holders of approximately $0.0605 per common unit, and we intend to use all of the proceeds from such distribution on our common units to pay a regular quarterly cash dividend of approximately $0.0605 per share on our Class A common stock, subject to our discretion as the sole managing member of CWGS, LLC and the discretion of our board of directors. In addition, we currently intend to pay a special cash dividend of all or a portion of the Excess Tax Distribution (as defined under "Dividend Policy") to the holders of our Class A common stock from time to time subject to the discretion of our board of directors as described under "Dividend Policy."

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  Our ability to pay cash dividends on our Class A common stock depends on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements and in any preferred stock, our business prospects and other factors that our board of directors may deem relevant. Additionally, our ability to distribute any Excess Tax Distribution will also be subject to no early termination or amendment of the Tax Receivable Agreement, as well as the amount of tax distributions actually paid to us and our actual tax liability. Furthermore, because we are a holding company, our ability to pay cash dividends on our Class A common stock depends on our receipt of cash distributions from CWGS, LLC and, through CWGS, LLC, cash distributions and dividends from its operating subsidiaries, which may further restrict our ability to pay dividends as a result of the laws of their jurisdiction of organization, agreements of our subsidiaries or covenants under any existing and future outstanding indebtedness we or our subsidiaries incur. In particular, our ability to pay any cash dividends on our Class A common stock is limited by restrictions on the ability of CWGS, LLC and our other subsidiaries and us to pay dividends or make distributions to us under the terms of our Senior Secured Credit Facilities (as defined herein) and our Floor Plan Facility (as defined herein). We do not currently believe that the restrictions contained in our existing indebtedness will impair the ability of CWGS, LLC or our ability to make the distributions or pay the dividends as described above. See "Description of Certain Indebtedness" for a description of the restrictions on our ability to pay dividends. Our dividend policy has certain risks and limitations, particularly with respect to liquidity, and we may not pay dividends according to our policy, or at all. See "Dividend Policy" and "Risk Factors — Risks Relating to This Offering and Ownership of Our Class A Common Stock — Our ability to pay regular and special dividends on our Class A common stock is subject to the discretion of our board of directors and may be limited by our structure and statutory restrictions and restrictions imposed by our Senior Secured Credit Facilities and our Floor Plan Facility as well as any future agreements."

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Controlled company exemption

  After the consummation of this offering, we will be considered a "controlled company" for the purposes of the NYSE listing requirements as Marcus Lemonis, through his beneficial ownership of our shares directly or indirectly held by ML Acquisition and ML RV Group, and certain funds controlled by Crestview Partners II GP, L.P., will in the aggregate have more than 50% of the voting power for the election of directors. See "Principal Stockholders." As a "controlled company," we will not be subject to certain corporate governance requirements, including that: (i) a majority of our board of directors consists of "independent directors," as defined under the rules of NYSE; (ii) we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities; (iii) we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities; and (iv) we perform annual performance evaluations of the nominating and corporate governance and compensation committees. As a result, we may not 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 perform annual performance evaluations of the nominating and corporate governance and compensation committees unless and until such time as we are required to do so.

Tax Receivable Agreement

  We will enter into a Tax Receivable Agreement with CWGS, LLC, each of the Continuing Equity Owners and Crestview Partners II GP, L.P. that will provide for the payment by Camping World Holdings, Inc. to the Continuing Equity Owners and Crestview Partners II GP, L.P. of 85% of the amount of tax benefits, if any, that Camping World Holdings, Inc. actually realizes (or in some circumstances is deemed to realize) as a result of (i) increases in tax basis resulting from the purchase of common units from Crestview Partners II GP, L.P. in exchange for Class A common stock in connection with the consummation of this offering and any future redemptions that are funded by Camping World Holdings, Inc. or exchanges of common units described above under "— Redemption rights of holders of common units," and (ii) certain other tax benefits attributable to payments made under the Tax Receivable Agreement. See "Certain Relationships and Related Party Transactions — Tax Receivable Agreement" for a discussion of the Tax Receivable Agreement.

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Registration Rights Agreement

  Pursuant to the Registration Rights Agreement, we will, subject to the terms and conditions thereof, agree to register the resale of the shares of our Class A common stock that are issuable to the Continuing Equity Owners upon redemption or exchange of their common units of CWGS, LLC and the shares of our Class A common stock that are issued to the Former Equity Owners in connection with the Transactions. See "Certain Relationships and Related Party Transactions — Registration Rights Agreement."

Trading symbol

  We have been authorized to list our Class A common stock on the NYSE under the symbol "CWH."

          Unless we indicate otherwise or the context otherwise requires, all information in this prospectus:

    gives effect to the amendment and restatement of CWGS, LLC's existing limited liability company agreement that converts all existing membership interests in CWGS, LLC into 71,899,630 common units, as well as the filing of our amended and restated certificate of incorporation;

    gives effect to the Transactions;

    excludes 14,693,518 shares of Class A common stock reserved for issuance under our 2016 Plan (as defined herein), including shares of Class A common stock issuable pursuant to 1,210,565 stock options and 163,145 restricted stock units granted to certain of our directors and certain of our employees in connection with this offering as described under the captions "Executive Compensation — Compensation of our Directors" and "Executive Compensation — Equity Compensation Plan Information — Compensation Programs To Be Adopted In Connection With This Offering — 2016 Incentive Award Plan;"

    excludes shares of Class A common stock that may be issuable upon exercise of redemption rights of the Continuing Equity Owners (or, at our election, a direct exchange);

    assumes an initial public offering price of $22.00 per share of Class A common stock, which is the midpoint of the range set forth on the cover page of this prospectus; and

    assumes no exercise by the underwriters of their option to purchase 1,704,545 additional shares of Class A common stock from us.

          Unless otherwise indicated, this prospectus assumes the shares of Class A common stock are offered at $22.00 per share (the midpoint of the price range listed on the cover page of this prospectus). Although the number of shares of Class A common stock being offered hereby to the public and the total number of CWGS, LLC common units outstanding after the offering will remain fixed regardless of the initial public offering price in this offering, certain share information and CWGS, LLC common unit information presented in this prospectus will vary depending on the initial public offering price in this offering. Specifically, the relative allocation of the common units issued in the Transactions as among ML Acquisition, funds controlled by Crestview Partners II GP, L.P. and the Former Profit Unit Holders will vary, depending on the initial public offering price in this offering, which will also impact the shares of Class A common stock and Class B common stock issued to ML Acquisition and funds controlled by Crestview Partners II GP, L.P. in the Transactions. An increase in the assumed initial public offering price would result in a decrease in the amount of common units and, in turn, shares of Class A common stock and shares of Class B common stock issued to ML Acquisition and funds controlled by Crestview Partners II GP, L.P. and an increase in the amount of common units issued to the Former Profit Unit Holders on an aggregate basis. A decrease in the assumed initial public offering price would result in an increase in the amount of common units and, in turn, shares of Class A common stock and shares of Class B common stock issued to ML Acquisition and funds controlled by Crestview Partners II GP, L.P. and a decrease in the amount of common units issued to the Former Profit Unit Holders on an aggregate basis.

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Summary Historical and Pro Forma Consolidated Financial and Other Data

          The following tables present the summary historical consolidated financial and other data for CWGS, LLC and its subsidiaries and the summary pro forma consolidated financial and other data for Camping World Holdings, Inc. CWGS, LLC is the predecessor of the issuer, Camping World Holdings, Inc., for financial reporting purposes. The summary consolidated statements of income and statements of cash flows data for each of the years in the three-year period ended December 31, 2015 are derived from the audited consolidated financial statements of CWGS Enterprises, LLC and its subsidiaries contained herein. The summary consolidated statements of income and statements of cash flows data for the six months ended June 30, 2016 and 2015 and the summary consolidated balance sheets data as of June 30, 2016 are derived from the unaudited consolidated financial statements of CWGS Enterprises, LLC and its subsidiaries contained herein. We have prepared the unaudited consolidated financial information set forth below on the same basis as our audited consolidated financial statements and have included all adjustments, consisting of only normal recurring adjustments, that we consider necessary for a fair presentation of our financial position and operating results for such periods.

          The results for any interim period are not necessarily indicative of the results that may be expected for a full year. Additionally, our historical results are not necessarily indicative of future results. The information set forth below should be read together with the "Selected Historical and Pro Forma Consolidated Financial and Other Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and the accompanying notes appearing elsewhere in this prospectus.

          The summary unaudited pro forma consolidated financial data of Camping World Holdings, Inc. presented below have been derived from our unaudited pro forma consolidated financial statements included elsewhere in this prospectus. The summary unaudited pro forma financial data for the fiscal year ended December 31, 2015 and as of and for the six months ended June 30, 2016 give effect to the Recapitalization, the payment of certain special distributions to the members of CWGS, LLC subsequent to June 30, 2016, the other Transactions, as described in "Our Organizational Structure," including the consummation of this offering, the use of proceeds therefrom and related transactions, as described in "Use of Proceeds," as if all such transactions had occurred on January 1, 2015, in the case of the summary unaudited pro forma consolidated statements of income data, and as of June 30, 2016, in the case of the summary unaudited pro forma consolidated balance sheets data. The unaudited pro forma financial information includes various estimates which are subject to material change and may not be indicative of what our operations or financial position would have been had this offering and related transactions taken place on the dates indicated, or that may be expected to occur in the future. See "Unaudited Pro Forma Consolidated Financial Information" for a complete description of the adjustments and assumptions underlying the summary unaudited pro forma consolidated financial data.

          The summary historical consolidated financial and other data of Camping World Holdings, Inc. have not been presented as Camping World Holdings, Inc. is a newly incorporated entity, has had no business transactions or activities to date and had no assets or liabilities during the periods presented in this section.

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    Pro Forma Camping World
Holdings, Inc.
    Historical CWGS, LLC
 

    Six Months
Ended
    Fiscal Year
Ended
    Six Months Ended     Fiscal Year Ended
 

    June 30,
2016
    December 31,
2015
    June 30,
2016
    June 30,
2015
    December 31,
2015
    December 31,
2014
    December 31,
2013
 

    (unaudited)     (unaudited)                    

    (in thousands, except per share data, margins and selected other operating data)  

Consolidated Statements of Income Data:

                                           

Revenue:

                                           

Consumer Services and Plans

  $ 90,426   $ 174,600   $ 90,426   $ 86,845   $ 174,600   $ 162,598   $ 166,231  

Retail

                                           

New vehicles

    988,232     1,607,790     988,232     846,658     1,607,790     1,176,838     1,030,687  

Used vehicles

    396,174     806,759     396,174     408,120     806,759     680,786     569,681  

Parts, services and other

    298,883     553,834     298,883     273,627     553,834     518,905     483,705  

Finance and insurance, net

    120,392     190,278     120,392     99,637     190,278     134,826     106,291  

Subtotal

    1,803,681     3,158,661     1,803,681     1,628,042     3,158,661     2,511,355     2,190,364  

Total revenue

    1,894,107     3,333,261     1,894,107     1,714,887     3,333,261     2,673,953     2,356,595  

Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):

                                           

Consumer Services and Plans

    39,118     81,749     39,118     40,792     81,749     74,065     82,128  

Retail

                                           

New vehicles

    850,973     1,387,358     850,973     729,626     1,387,358     1,012,494     890,047  

Used vehicles

    321,234     652,235     321,234     329,996     652,235     551,702     457,718  

Parts, services and other

    156,261     297,957     156,261     144,220     297,957     280,345     264,039  

Subtotal

    1,328,468     2,337,550     1,328,468     1,203,842     2,337,550     1,844,541     1,611,804  

Total costs applicable to revenue

    1,367,586     2,419,299     1,367,586     1,244,634     2,419,299     1,918,606     1,693,932  

Gross profit:

                                           

Consumer Services and Plans

    51,308     92,851     51,308     46,053     92,851     88,533     84,103  

Retail

                                           

New vehicles

    137,259     220,432     137,259     117,032     220,432     164,344     140,640  

Used vehicles

    74,940     154,524     74,940     78,124     154,524     129,084     111,963  

Parts, services and other

    142,622     255,877     142,622     129,407     255,877     238,560     219,666  

Finance and insurance, net

    120,392     190,278     120,392     99,637     190,278     134,826     106,291  

Subtotal

    475,213     821,111     475,213     424,200     821,111     666,814     578,560  

Total gross profit

    526,521     913,962     526,521     470,253     913,962     755,347     662,663  

Operating expenses:

                                           

Selling, general and administrative

    357,672     647,560     356,096     315,879     644,409     544,107     482,655  

Depreciation and amortization

    11,925     24,101     11,925     11,398     24,101     24,601     21,183  

(Gain) loss on sale of assets

    (248 )   (237 )   (248 )   (665 )   (237 )   33     1,803  

Total operating expenses

    369,349     671,424     367,773     326,612     668,273     568,741     505,641  

Income from operations

    157,172     242,538     158,748     143,641     245,689     186,606     157,022  

Other income (expense):

                                           

Floor plan interest expense

    (10,529 )   (12,427 )   (10,529 )   (6,381 )   (12,427 )   (10,675 )   (9,980 )

Other interest expense, net

    (23,960 )   (50,491 )   (25,325 )   (26,362 )   (53,377 )   (46,769 )   (74,728 )

Loss on debt repayment

        (4,740 )               (1,831 )   (49,450 )

Other income (expense), net

    (2 )   1     (2 )       1     (35 )   (59 )

Total other income (expense)

    (34,491 )   (67,657 )   (35,856 )   (32,743 )   (65,803 )   (59,310 )   (134,217 )

Income before income taxes

    122,681     174,881     122,892     110,898     179,886     127,296     22,805  

Income tax expense

    (12,804 )   (16,295 )   (2,350 )   (2,208 )   (1,356 )   (2,140 )   (1,988 )

Net income

  $ 109,877   $ 158,586   $ 120,542   $ 108,690   $ 178,530   $ 125,156   $ 20,817  

Pro forma net income per share data(1):

                                           

Pro forma weighted average shares of Class A common stock outstanding:

                                           

Basic

    17,106,889     17,106,889                                

Diluted

    82,062,775     82,062,775                                

Pro forma net income available to Class A common stock per share:

                                           

Basic

  $ 0.95   $ 1.37                                

Diluted

  $ 0.89   $ 1.29                                

Pro forma as adjusted net income per share data(2):

                                           

Pro forma as adjusted weighted average shares of Class A common stock outstanding:

                                           

Basic

    18,470,525     18,470,525                                

Diluted

    83,426,411     83,426,411                                

Pro forma as adjusted net income available to Class A common stock per share:

                                           

Basic

  $ 0.88   $ 1.27                                

Diluted

  $ 0.88   $ 1.27                                

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    Historical CWGS, LLC
 

    Six Months Ended     Fiscal Year Ended
 

    June 30,
2016
    June 30,
2015
    December 31,
2015
    December 31,
2014
    December 31,
2013
 

    (unaudited)                    

    (in thousands, except per share data, margins and selected other operating data)  

Consolidated Statements of Cash Flows Data:

                               

Net cash provided by operating activities

  $ 114,425   $ 91,545   $ 112,143   $ 44,064   $ 14,623  

Net cash used in investing activities

  $ (82,122 ) $ (157,584 ) $ (176,200 ) $ (50,225 ) $ (46,195 )

Net cash (used in) provided by financing activities

  $ (85,262 ) $ (11,258 ) $ 45,372   $ 80,366   $ 48,120  

Selected Other Data:

                               

EBITDA(3)

  $ 160,142   $ 148,658   $ 257,364   $ 198,666   $ 118,716  

Adjusted EBITDA(3)

  $ 161,146   $ 145,391   $ 253,718   $ 198,555   $ 168,481  

Adjusted EBITDA Margin(4)

    8.5 %   8.5 %   7.6 %   7.4 %   7.1 %

Same store sales growth(5)

    8.1 %   14.5 %   12.8 %   6.8 %   15.0 %

Selected Other Operating Data:

                               

Active Customers(6)

    3,280,907     3,052,376     3,131,961     2,845,612     2,645,503  

New vehicle units sold

    26,385     22,065     40,229     27,092     23,418  

Used vehicle units sold

    17,932     18,335     35,485     28,062     22,720  

 

    Pro Forma
Camping
World
Holdings, Inc.(7)
    Pro Forma
CWGS, LLC(8)
    Historical
CWGS, LLC
 

    June 30,
2016
    June 30,
2016
    June 30,
2016
 

    (unaudited)     (unaudited)     (unaudited)  

    (in thousands)  

Consolidated Balance Sheets Data (at period end):

                   

Cash and cash equivalents

  $ 93,143   $ 63,137   $ 39,066  

Total assets

  $ 1,473,567   $ 1,431,565   $ 1,407,494  

Total debt(9)

  $ 630,836   $ 827,082   $ 695,442  

Total members'/stockholders' equity (deficit)

  $ (35,253 ) $ (392,586 ) $ (285,017 )

(1)
See Note 6 to the unaudited pro forma consolidated statements of income for the year ended December 31, 2015 and the six months ended June 30, 2016 in "Unaudited Pro Forma Consolidated Financial Information" for the calculation of pro forma basic net income per share and pro forma diluted net income per share.

(2)
See Note 7 to the unaudited pro forma consolidated statements of income for the year ended December 31, 2015 and the six months ended June 30, 2016 in "Unaudited Pro Forma Consolidated Financial Information" for the calculation of pro forma as adjusted basic net income per share and pro forma as adjusted diluted net income per share.

(3)
EBITDA and Adjusted EBITDA are supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. EBITDA and Adjusted EBITDA are not measurements of our financial performance under GAAP and should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP, or as an alternative to cash flows from operating activities as a measure of our liquidity.

We define "EBITDA" as net income before other interest expense (excluding floor plan interest expense), provision for income taxes and depreciation and amortization. We define "Adjusted EBITDA" as EBITDA further adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include, among other things, loss (gain) on debt repayment, loss (gain) on sale of assets and disposition of stores, monitoring fees, an adjustment to rent on right to use assets and other unusual or one-time items. We caution investors that amounts presented in accordance with our definitions of EBITDA and Adjusted EBITDA may not be comparable to similar measures disclosed by our competitors, because not all companies and analysts calculate EBITDA and Adjusted EBITDA in the same manner. We present EBITDA and Adjusted EBITDA because we consider them to be important supplemental measures of our performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Management believes that investors' understanding of our performance is enhanced by including these non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations.

Management and our board of directors use EBITDA and Adjusted EBITDA:

as a measurement of operating performance because they assist us in comparing the operating performance of our business on a consistent basis, as they remove the impact of items not directly resulting from our core operations;

for planning purposes, including the preparation of our internal annual operating budget and financial projections;

to evaluate the performance and effectiveness of our operational strategies; and

to evaluate our capacity to fund capital expenditures and expand our business.

By providing these non-GAAP financial measures, together with reconciliations, we believe we are enhancing investors' understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. In addition, our Senior Secured Credit Facilities use EBITDA to measure our compliance with covenants such as consolidated leverage ratio. EBITDA and Adjusted EBITDA have limitations as analytical tools, and should not be considered in

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      isolation, or as an alternative to, or a substitute for net income or other financial statement data presented in our consolidated financial statements included elsewhere in this prospectus as indicators of financial performance. Some of the limitations are:

    such measures do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;

    such measures do not reflect changes in, or cash requirements for, our working capital needs;

    such measures do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments on our debt;

    such measures do not reflect our tax expense or the cash requirements to pay our taxes;

    although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and such measures do not reflect any cash requirements for such replacements; and

    other companies in our industry may calculate such measures differently than we do, limiting their usefulness as comparative measures.

    Due to these limitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using these non-GAAP measures only supplementally. As noted in the table below, Adjusted EBITDA includes adjustments for loss (gain) on debt repayment, loss (gain) on sale of assets and disposition of stores, monitoring fees, an adjustment to rent on right to use assets and other unusual or one-time items. It is reasonable to expect that these items will occur in future periods. However, we believe these adjustments are appropriate because the amounts recognized can vary significantly from period to period, do not directly relate to the ongoing operations of our business and complicate comparisons of our internal operating results and operating results of other companies over time. In addition, Adjusted EBITDA adjusts for other items that we do not expect to regularly record following this offering. Each of the normal recurring adjustments and other adjustments described in this paragraph and in the reconciliation table below help management with a measure of our core operating performance over time by removing items that are not related to day-to-day operations.

    The following table reconciles EBITDA and Adjusted EBITDA to the most directly comparable GAAP financial performance measure, which is net income:

    Historical CWGS, LLC
 

    Six Months Ended     Fiscal Year Ended
 

    June 30,
2016
    June 30,
2015
    December 31,
2015
    December 31,
2014
    December 31,
2013
 

    (in thousands)  

Net income

  $ 120,542   $ 108,690   $ 178,530   $ 125,156   $ 20,817  

Other interest expense, net

    25,325     26,362     53,377     46,769     74,728  

Income tax expense

    2,350     2,208     1,356     2,140     1,988  

Depreciation and amortization

    11,925     11,398     24,101     24,601     21,183  

EBITDA

    160,142     148,658     257,364     198,666     118,716  

Adjustments:

                               

Loss on debt repayment(a)

                1,831     49,450  

Loss (gain) on sale of assets and disposition of stores(b)

    (246 )   146     1,452     2,689     2,147  

Monitoring fee(c)

    1,250     1,250     2,500     2,500     2,500  

Adjustment to rent on right to use assets(d)

        (4,663 )   (7,598 )   (7,131 )   (4,332 )

Adjusted EBITDA

  $ 161,146   $ 145,391   $ 253,718   $ 198,555   $ 168,481  

(a)
Represents the loss incurred on repayment of the 11.50% Senior Secured Notes due 2016 in 2013 and the 12.00% Series A Notes due 2018 in 2014.

(b)
Represents (i) an adjustment to eliminate the gains and losses on sales of various assets, including (a) a $1.8 million gain on the asset sale of seven outdoor powersports magazine titles, two powersports shows and two conferences in March 2013 and (b) the sale of the former FreedomRoads, LLC corporate office building at a loss of $3.5 million in November 2013; (ii) aggregate non-recurring losses from two non-performing locations that were sold in 2015; and (iii) a loss equal to the present value of the remaining net obligation under the non-cancellable operating leases in locations with no operating business, which represented $0.0 million, $0.0 million, $0.8 million, $1.3 million and $0.3 million for the six months ended June 30, 2016 and 2015 and the years ended December 31, 2015, 2014 and 2013, respectively.

(c)
Represents monitoring fees paid pursuant to a monitoring agreement to Crestview and Stephen Adams. We intend to terminate the monitoring agreement upon the consummation of this offering.

(d)
Represents an adjustment to rent expense for the periods presented for certain right to use assets that were derecognized in the fourth quarter of 2015 due to lease modifications that resulted in the leases meeting the requirements to be reported as operating leases. The adjustments represent additional rent expense that would have been incurred for the periods presented had the leases previously been classified as operating leases. See Note 9 of the audited consolidated financial statements included elsewhere in this prospectus for additional information.

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(4)
Adjusted EBITDA Margin is defined as the ratio of Adjusted EBITDA to total revenues. We present Adjusted EBITDA Margin because it is used by management as a performance measurement of Adjusted EBITDA generated from total revenues. See footnote 3 above for a discussion of Adjusted EBITDA as a non-GAAP measure and a reconciliation of net income to EBITDA and Adjusted EBITDA.

(5)
Same store sales growth represents the aggregate sales from a retail location, including the sale of new and used vehicles, parts and service, including RV accessories and supplies, and finance and insurance, during the current reporting period against the sales of the same retail location in the corresponding period of the previous year. Same store sales growth calculations for a given period include only those stores that were open both at the end of corresponding period and at the beginning of the preceding fiscal year.

(6)
We define an "Active Customer" as a customer who has transacted with us in any of the eight most recently completed fiscal quarters prior to the date of measurement.

(7)
Each $1.00 increase or decrease in the assumed initial public offering price of $22.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease each of cash and cash equivalents and total stockholders' equity on a pro forma basis by approximately $10.6 million, assuming the number of shares offered, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

(8)
The pro forma data in this column gives effect to (i) the $135.0 million of incremental borrowings under our Senior Secured Credit Facilities and the use of a portion of the proceeds thereunder to pay a $100.0 million distribution to the members of CWGS, LLC on September 21, 2016, (ii) the $5.8 million special distribution paid on July 5, 2016 and (iii) the $1.8 million special distribution paid on September 7, 2016, in each case as if such debt was incurred and such distributions were declared and paid on June 30, 2016, as applicable. See Notes 2 and 11 to the unaudited pro forma consolidated balance sheet as of June 30, 2016, in "Unaudited Pro Forma Consolidated Financial Information."

(9)
Total debt consists of borrowings under our Senior Secured Credit Facilities, net of unamortized original issue discount and capitalized finance costs of $4.3 million and $9.8 million, respectively, (as discussed under "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources" and "Description of Certain Indebtedness"). See our audited consolidated financial statements included elsewhere in this prospectus, which include all liabilities, including amounts outstanding under our Floor Plan Facility.

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RISK FACTORS

          You should carefully consider the risks described below, together with all of the other information included in this prospectus, before making an investment decision. Our business, financial condition and results of operations could be materially and adversely affected by any of these risks or uncertainties. In that case, the trading price of our Class A common stock could decline, and you may lose all or part of your investment.

Risks Related to Our Business

Our business is affected by the availability of financing to us and our customers.

          Our business is affected by the availability of financing to us and our customers. Generally, RV dealers, including us, finance their purchases of inventory with financing provided by lending institutions. We have up to $1.165 billion in maximum borrowing availability under a floor plan financing facility (the "Floor Plan Facility") after giving effect to an amendment to the Floor Plan Facility on July 1, 2016 to, among other things, increase the available amount under the facility from $865.0 million to $1.165 billion. As of June 30, 2016, we had $623.6 million floor plan notes payable outstanding with $541.4 million of additional borrowing capacity under the Floor Plan Facility after giving effect to the amendment to the Floor Plan Facility on July 1, 2016. As of June 30, 2016, approximately 90% of the invoice cost of new RV inventory and no used RV inventory was financed under the Floor Plan Facility. A decrease in the availability of this type of wholesale financing or an increase in the cost of such wholesale financing could prevent us from carrying adequate levels of inventory, which may limit product offerings and could lead to reduced sales and revenues.

          Furthermore, many of our customers finance their RV purchases. Although consumer credit markets have improved, consumer credit market conditions continue to influence demand, especially for RVs, and may continue to do so. There continue to be fewer lenders, more stringent underwriting and loan approval criteria, and greater down payment requirements than in the past. If credit conditions or the credit worthiness of our customers worsen, and adversely affect the ability of consumers to finance potential purchases at acceptable terms and interest rates, it could result in a decrease in the sales of our products and have a material adverse effect on our business, financial condition and results of operations.

Fuel shortages, or high prices for fuel, could have a negative effect on our business.

          Gasoline or diesel fuel is required for the operation of RVs. There can be no assurance that the supply of these petroleum products will continue uninterrupted, that rationing will not be imposed or that the price of or tax on these petroleum products will not significantly increase in the future. Shortages of gasoline and diesel fuel have had a material adverse effect on the RV industry as a whole in the past and any such shortages or substantial increases in the price of fuel could have a material adverse effect on our business, financial condition or results of operations.

Our success depends to a significant extent on the well-being, as well as the continued popularity and reputation for quality, of our manufacturers, particularly Thor Industries, Inc., Forest River, Inc., Winnebago Industries, Inc. and Jayco, Inc.

          Thor Industries, Inc., Forest River, Inc., Winnebago Industries, Inc. and Jayco, Inc. supplied approximately 54%, 14%, 13% and 12%, respectively, of our new RV inventory as of June 30, 2016. We depend on our manufacturers to provide us with products that compare favorably with competing products in terms of quality, performance, safety and advanced features. Any adverse change in the production efficiency, product development efforts, technological advancement, marketplace acceptance, reputation, marketing capabilities or financial condition of our manufacturers, particularly Thor Industries, Inc., Forest River, Inc., Winnebago Industries, Inc. and Jayco, Inc., could have a substantial adverse impact on our business. Any difficulties encountered

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by any of our manufacturers, particularly Thor Industries, Inc., Forest River, Inc., Winnebago Industries, Inc. and Jayco, Inc., resulting from economic, financial, or other factors could adversely affect the quality and amount of products that they are able to supply to us and the services and support they provide to us.

          The interruption or discontinuance of the operations of Thor Industries, Inc., Forest River, Inc., Winnebago Industries, Inc. and Jayco, Inc. or other manufacturers could cause us to experience shortfalls, disruptions, or delays with respect to needed inventory. Although we believe that adequate alternate sources would be available that could replace any manufacturer as a product source, those alternate sources may not be available at the time of any interruption, and alternative products may not be available at comparable quality and prices.

          Our supply arrangements with manufacturers are typically governed by dealer agreements, which are customary in the RV industry. Our dealer agreements with manufacturers are generally made on a location-by-location basis, and each retail location typically enters into multiple dealer agreements with multiple manufacturers. Our dealer agreements also generally provide for a one-year term, which is typically renewed annually. The terms of our dealer agreements are typically subject to:

    us meeting all the requirements and conditions of the manufacturer's applicable programs;

    us maintaining certain minimum inventory requirements and meeting certain retail sales objectives;

    us performing services and repairs for all owners of the manufacturer's RVs (regardless from whom the RV was purchased) that are still under warranty and us carrying the manufacturer's parts and accessories needed to service and repair the manufacturer's RVs in stock at all times;

    us actively advertising and promoting the manufacturer's RVs; and

    us indemnifying the manufacturer under certain circumstances.

          Our dealer agreements generally designate a specific geographical territory for us, which is often exclusive to us, provided that we are able to meet the material obligations of the applicable dealer agreement.

          In addition, many of our dealer agreements contain stocking level requirements and certain of our dealer agreements contain contractual provisions concerning minimum advertised product pricing for current model year units. Wholesale pricing is generally established on a model year basis and is subject to change in the manufacturer's sole discretion. In certain cases, the manufacturer may also establish a suggested retail price, below which we cannot advertise that manufacturer's RVs. Any change, non-renewal, unfavorable renegotiation or termination of these arrangements for any reason could adversely affect product availability and cost and our financial performance.

Our business model is impacted by general economic conditions in our markets, and ongoing economic and financial uncertainties may cause a decline in consumer spending that may adversely affect our business, financial condition and results of operations.

          As a business that relies on consumer discretionary spending, we may be adversely affected if our customers reduce, delay or forego their purchases of our services, protection plans, products and resources as a result of:

    job losses;

    bankruptcies;

    higher consumer debt and interest rates;

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    reduced access to credit;

    higher energy and fuel costs;

    relative or perceived cost, availability and comfort of RV use versus other modes of travel, such as air travel and rail;

    falling home prices;

    lower consumer confidence;

    uncertainty or changes in tax policies and tax rates; or

    uncertainty due to national or international security concerns.

          We also rely on our retail locations to attract and retain customers and to build our customer database. If we close retail locations or are unable to open or acquire new retail locations due to general economic conditions or otherwise, our ability to maintain and grow our customer database and our Active Customers will be limited, which could have a material adverse effect on our business, financial condition and results of operation.

          Decreases in Active Customers, average spend per customer or retention and renewal rates for our consumer services and plans would negatively affect our financial performance, and a prolonged period of depressed consumer spending could have a material adverse effect on our business. Promotional activities and decreased demand for consumer products could also affect our profitability and margins. In addition, adverse economic conditions may result in an increase in our operating expenses due to, among other things, higher costs of labor, energy, equipment and facilities. Due to recent fluctuations in the U.S. economy, our sales, operating and financial results for a particular period are difficult to predict, making it difficult to forecast results for future periods. Additionally, we are subject to economic fluctuations in local markets that may not reflect the economic conditions of the U.S. economy. Any of the foregoing factors could have a material adverse effect on our business, financial condition and results of operations.

          In addition, the success of our recurring Good Sam consumer services and plans depends, in part, on our customers' use of certain RV sites and/or the purchase of services, protection plans, products and resources through participating merchants. If general economic conditions worsen, our customers may perceive that they have less disposable income for leisure activities or they may not be able to obtain credit for discretionary purchases. As a result, they may travel less frequently, spend less when they travel and purchase and utilize our services, protection plans, products and resources less often, if at all, which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, if we face increased competition from other businesses with similar product and service offerings, we may need to respond by establishing pricing, marketing and other programs or by seeking out additional strategic alliances or acquisitions that may be less favorable to us than we could otherwise establish or obtain in more favorable economic environments. In addition, declines in the national economy could cause merchants who participate in our programs to go out of business. It is likely that, should the number of merchants entering bankruptcy rise, the number of uncollectible accounts would also rise. These factors could have a material adverse effect on our business, financial condition and results of operations.

We depend on our ability to attract and retain customers.

          Our future success depends in large part upon our ability to attract and retain Active Customers for our services, protection plans, products and resources. The extent to which we achieve growth in our customer base and sustain high renewal rates of our recurring consumer services and plans materially influences our profitability. Any number of factors could affect our ability to grow our customer base and sustain high renewal rates of our recurring consumer

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services and plans. These factors include consumer preferences, the frequency with which customers utilize our services, protection plans, products and resources, general economic conditions, our ability to maintain our retail locations, weather conditions, the availability of alternative services, protection plans, products and resources, significant increases in gasoline prices, the disposable income of consumers available for discretionary expenditures and the external perception of our brands. Any significant decline in our customer base, the growth of our customer base or the usage of our services, protection plans, products or resources by our customers, including the renewal rates of our recurring consumer services and plans, could have a material adverse effect on our business, financial condition and results of operations.

Competition in the market for services, protection plans, products and resources targeting the RV lifestyle or RV enthusiast could reduce our revenues and profitability.

          The market for services, protection plans, products and resources targeting the RV lifestyle or RV enthusiast is highly fragmented and competitive. Competitive factors that drive the RV market are price, product and service features, technology, performance, reliability, quality, availability, variety, delivery and customer service. We compete directly or indirectly with the following types of companies:

    major national insurance and warranty companies, providers of roadside assistance and providers of extended service contracts;

    other dealers of new and used RVs;

    other specialty retailers that compete with us across a significant portion of our merchandising categories through retail catalog or e-commerce businesses; and

    online retailers.

          Additional competitors may enter the businesses in which we currently operate. Moreover, some of our mass merchandising competitors do not currently compete in many of the product categories we offer, but may choose to offer a broader array of competing products in the future. In addition, an increase in the number of aggregator and price comparison sites for insurance products may negatively impact our sales of these products. If any of our competitors successfully provides a broader, more efficient or attractive combination of services, protection plans, products and resources to our target customers, our business results could be materially adversely affected. Our inability to compete effectively with existing or potential competitors could have a material adverse effect on our business, financial condition and results of operations.

Our expansion into new, unfamiliar markets presents increased risks that may prevent us from being profitable in these new markets. Delays in opening or acquiring new retail locations could have a material adverse effect on our business, financial condition and results of operations.

          We intend to expand by building or acquiring new retail locations in new markets. As a result, we may have less familiarity with local consumer preferences and could encounter difficulties in attracting customers due to a reduced level of consumer familiarity with our brands. Other factors that may impact our ability to open or acquire new retail locations in new markets and operate them profitably, many of which are beyond our control, include:

    our ability to identify suitable acquisition opportunities or new locations, including our ability to gather and assess demographic and marketing data to determine consumer demand for our products in the locations we select;

    our ability to negotiate favorable lease agreements;

    our ability to secure product lines;

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    the availability of construction materials and labor for new retail locations and the absence of significant construction delays or cost overruns;

    our ability to accurately assess the profitability of potential acquisitions or new locations;

    our ability to secure required governmental permits and approvals;

    our ability to hire and train skilled store operating personnel, especially management personnel;

    our ability to provide a satisfactory mix of merchandise that is responsive to the needs of our customers living in the geographic areas where new retail locations are built or acquired;

    our ability to supply new retail locations with inventory in a timely manner;

    our competitors building or leasing retail locations near our retail locations or in locations we have identified as targets;

    regional economic and other factors in the geographic areas in which we expand; and

    general economic and business conditions affecting consumer confidence and spending and the overall strength of our business.

          Once we decide on a new market and identify a suitable location or acquisition opportunity, any delays in opening or acquiring new retail locations could impact our financial results. It is possible that events, such as delays in the entitlements process or construction delays caused by permitting or licensing issues, material shortages, labor issues, weather delays or other acts of god, discovery of contaminants, accidents, deaths or injuries, could delay planned openings beyond their expected dates or force us to abandon planned openings altogether.

          As we grow, we will face the risk that our existing resources and systems, including management resources, accounting and finance personnel and operating systems, may be inadequate to support our growth. We cannot assure you that we will be able to retain the personnel or make the changes in our systems that may be required to support our growth. Failure to secure these resources and implement these systems on a timely basis could have a material adverse effect on our results of operations. In addition, hiring additional personnel and implementing changes and enhancements to our systems will require capital expenditures and other increased costs that could also have a material adverse impact on our results of operations.

          Our expansion into new markets may also create new distribution and merchandising challenges, including additional strain on our distribution centers, an increase in information to be processed by our management information systems and diversion of management attention from existing operations. To the extent that we are not able to meet these additional challenges, our sales could decrease and our operating expenses could increase, which could have a material adverse effect on our business, financial condition and results of operations.

          Finally, the size, timing, and integration of any future new retail location openings or acquisitions may cause substantial fluctuations in our results of operations from quarter to quarter. Consequently, our results of operations for any quarter may not be indicative of the results that may be achieved for any subsequent quarter or for a full fiscal year. These fluctuations could adversely affect the market price of our common stock.

          As a result of the above factors, we cannot assure you that we will be successful in operating our retail locations in new markets on a profitable basis, and our failure to do so could have a material adverse effect on our business, financial condition and results of operations.

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Unforeseen expenses, difficulties, and delays frequently encountered in connection with expansion through acquisitions could inhibit our growth and negatively impact our profitability.

          Since January 1, 2011, we have acquired 35 retail locations and we have sold two retail locations. Each acquired retail location operated independently prior to its acquisition by us. Our success depends, in part, on our ability to continue to make successful acquisitions and to integrate the operations of acquired retail locations, including centralizing certain functions to achieve cost savings and pursuing programs and processes that promote cooperation and the sharing of opportunities and resources among our retail locations and consumer services and plans. Unforeseen expenses, difficulties and delays frequently encountered in connection with rapid expansion through acquisitions could inhibit our growth and negatively impact our profitability.

          We also may be unable to identify suitable acquisition candidates or to complete the acquisitions of candidates that we identify. Increased competition for acquisition candidates or increased asking prices by acquisition candidates may increase purchase prices for acquisitions to levels beyond our financial capability or to levels that would not result in the returns required by our acquisition criteria. Acquisitions also may become more difficult or less attractive in the future as we continue to acquire the most attractive dealers and stores. In addition, we may encounter difficulties in integrating the operations of acquired dealers and stores with our own operations or managing acquired dealers and stores profitably without substantial costs, delays, or other operational or financial problems.

          Our ability to continue to grow through the acquisition of additional retail locations will depend upon various factors, including the following:

    the availability of suitable acquisition candidates at attractive purchase prices;

    the ability to compete effectively for available acquisition opportunities;

    the availability of cash on hand, borrowed funds or Class A common stock with a sufficient market price to finance the acquisitions;

    the ability to obtain any requisite third party or governmental approvals; and

    the absence of one or more third parties attempting to impose unsatisfactory restrictions on us in connection with their approval of acquisitions.

          As a part of our acquisition strategy, we frequently engage in discussions with various dealerships regarding their potential acquisition by us. In connection with these discussions, we and each potential acquisition candidate exchange confidential operational and financial information, conduct due diligence inquiries, and consider the structure, terms, and conditions of the potential acquisition. Potential acquisition discussions frequently take place over a long period of time and involve difficult business integration and other issues, including in some cases, management succession and related matters. As a result of these and other factors, a number of potential acquisitions that from time to time appear likely to occur do not result in binding legal agreements and are not consummated. In addition, we may have disagreements with potential acquisition targets, which could lead to litigation. Any of these factors or outcomes could result in a material adverse effect on our business, financial condition and results of operations.

Failure to maintain the strength and value of our brands could have a material adverse effect on our business, financial condition and results of operations.

          Our success depends on the value and strength of the Camping World and Good Sam brands. The Camping World and Good Sam names are integral to our business as well as to the implementation of our strategies for expanding our business. Maintaining, enhancing, promoting and positioning our brands, particularly in new markets where we have limited brand recognition, will depend largely on the success of our marketing and merchandising efforts and our ability to

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provide high quality services, protection plans, products and resources and a consistent, high quality customer experience. Our brands could be adversely affected if we fail to achieve these objectives, if we fail to comply with local laws and regulations, if we are subject to publicized litigation or if our public image or reputation were to be tarnished by negative publicity. Some of these risks may be beyond our ability to control, such as the effects of negative publicity regarding our manufacturers, suppliers or third party providers of services or negative publicity related to members of management. Any of these events could result in decreases in revenues. Further, maintaining, enhancing, promoting and positioning our brands image may require us to make substantial investments in areas such as merchandising, marketing, store operations, community relations, store graphics and employee training, which could adversely affect our cash flow and which may ultimately be unsuccessful. These factors could have a material adverse effect on our business, financial condition and results of operations.

Our failure to successfully order and manage our inventory to reflect consumer demand in a volatile market and anticipate changing consumer preferences and buying trends could have a material adverse effect on our business, financial condition and results of operations.

          Our success depends upon our ability to successfully manage our inventory and to anticipate and respond to merchandise trends and consumer demands in a timely manner. Our products appeal to consumers who are, or could become, RV owners across North America. The preferences of these consumers cannot be predicted with certainty and are subject to change. Further, the retail consumer industry, by its nature, is volatile and sensitive to numerous economic factors, including consumer preferences, competition, market conditions, general economic conditions and other factors outside of our control. We cannot predict consumer preferences with certainty, and consumer preferences often change over time. We typically order merchandise well in advance of the following selling season. The extended lead times for many of our purchases may make it difficult for us to respond rapidly to new or changing product trends, increases or decreases in consumer demand or changes in prices. If we misjudge either the market for our merchandise or our consumers' purchasing habits in the future, our revenues may decline significantly and we may not have sufficient quantities of merchandise to satisfy consumer demand or sales orders or we may be required to discount excess inventory, either of which could have a material adverse effect on our business, financial condition and results of operations.

Our same store sales may fluctuate and may not be a meaningful indicator of future performance.

          Our same store sales may vary from quarter to quarter. A number of factors have historically affected, and will continue to affect, our same store sales results, including:

    changes or anticipated changes to regulations related to some of the products we sell;

    consumer preferences, buying trends and overall economic trends;

    our ability to identify and respond effectively to local and regional trends and customer preferences;

    our ability to provide quality customer service that will increase our conversion of shoppers into paying customers;

    competition in the regional market of a store;

    atypical weather patterns;

    changes in our product mix;

    changes to local or regional regulations affecting our stores;

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    changes in sales of consumer services and plans and retention and renewal rates for our annually renewing consumer services and plans; and

    changes in pricing and average unit sales.

          An unanticipated decline in revenues or same store sales may cause the price of our Class A common stock to fluctuate significantly.

The cyclical nature of our business has caused our sales and results of operations to fluctuate. These fluctuations may continue in the future, which could result in operating losses during downturns.

          The RV industry is cyclical and is influenced by many national and regional economic and demographic factors, including:

    terms and availability of financing for retailers and consumers;

    overall consumer confidence and the level of discretionary consumer spending;

    population and employment trends;

    income levels; and

    general economic conditions, including inflation, deflation and recessions.

          As a result of the foregoing factors, our sales and results of operations have fluctuated, and we expect that they will continue to fluctuate in the future.

Our business is seasonal and this leads to fluctuations in sales and revenues.

          We have experienced, and expect to continue to experience, variability in revenue, net income and cash flows as a result of annual seasonality in our business. Because RVs are used primarily by vacationers and campers, demand for services, protection plans, products and resources generally declines during the winter season, while sales and profits are generally highest during the spring and summer months. In addition, unusually severe weather conditions in some geographic areas may impact demand.

          On average, over the three years ended December 31, 2015, we have generated 29.5% and 28.8% of our annual revenue in the second and third fiscal quarters, respectively, which include the spring and summer months. We incur additional expenses in the second and third fiscal quarters due to higher purchase volumes, increased staffing in our retail locations and program costs. If, for any reason, we miscalculate the demand for our products or our product mix during the second and third fiscal quarters, our sales in these quarters could decline, resulting in higher labor costs as a percentage of sales, lower margins and excess inventory, which could have a material adverse effect on our business, financial condition and results of operations.

          Due to our seasonality, the possible adverse impact from other risks associated with our business, including atypical weather, consumer spending levels and general business conditions, is potentially greater if any such risks occur during our peak sales seasons.

Our ability to operate and expand our business and to respond to changing business and economic conditions will depend on the availability of adequate capital.

          The operation of our business, the rate of our expansion and our ability to respond to changing business and economic conditions depend on the availability of adequate capital, which in turn depends on cash flow generated by our business and, if necessary, the availability of equity or debt capital. We also require sufficient cash flow to meet our obligations under our existing debt

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agreements. On a pro forma basis giving effect to only the Recapitalization, as of June 30, 2016, we had an existing credit agreement that included a $844.6 million term loan (the "Term Loan Facility") and $20.0 million of commitments for revolving loans (the "Revolving Credit Facility" and, together with the Term Loan Facility, the "Senior Secured Credit Facilities"). Additionally, we also have up to $1.165 billion in maximum borrowing availability under our Floor Plan Facility after giving effect to an amendment to the Floor Plan Facility on July 1, 2016 to, among other things, increase the available amount under the facility from $865.0 million to $1.165 billion. On a pro forma basis giving effect to only the Recapitalization, as of June 30, 2016, we had $827.1 million of term loans outstanding under the Senior Secured Credit Facilities, net of $5.0 million of unamortized original issue discount and $12.5 million of finance costs, $0.0 million of revolving borrowings outstanding under the Senior Secured Credit Facilities and $623.6 million in floor plan notes payable outstanding under the Floor Plan Facility, with $16.3 million of additional borrowing capacity under our Revolving Credit Facility and $541.4 million of additional borrowing capacity under our Floor Plan Facility after giving effect to the amendment to the Floor Plan Facility on July 1, 2016. Our Term Loan Facility requires us to make quarterly principal payments of the outstanding principal amount thereof, which totaled $19.9 million and $17.3 million for the six months ended June 30, 2016 and 2015, respectively and $36.6 million, $13.9 million and $0.0 million for the years ended December 31, 2015, 2014 and 2013, respectively. Additionally, we paid total cash interest on our Senior Secured Credit Facilities of $23.1 million and $18.1 million for the six months ended June 30, 2016 and 2015, respectively, and $36.8 million, $30.4 million and $0.0 million for the years ended December 31, 2015, 2014 and 2013, respectively, and we paid total floor plan interest expense on our Floor Plan Facility of $10.2 million and $6.4 million for the six months ended June 30, 2016 and 2015, respectively, and $12.4 million, $10.7 million and $10.0 million for the years ended December 31, 2015, 2014 and 2013, respectively. In addition to interest paid on our Senior Secured Credit Facilities and our Floor Plan Facility, we paid cash interest of $0.5 million and $4.5 million for the six months ended June 30, 2016 and 2015, respectively, and $8.5 million, $13.8 million and $90.9 million for the years ended December 31, 2015, 2014 and 2013, respectively, which in 2013 primarily consisted of $43.6 million of interest on the Enterprise Notes (as defined herein) and $37.4 million of interest on the $333.0 million in principal amount of the 11.50% Senior Secured Notes due 2016 that were redeemed in November 2013 with a portion of the proceeds from our Senior Secured Credit Facilities. The Term Loan Facility also provides for an excess cash flow payment following the end of each fiscal year, such that the Borrower (as defined herein) is required to prepay the term loan borrowings in an aggregate amount equal to 50% of excess cash flow for such fiscal year if the total leverage ratio is greater than 2.50 to 1.00. The required percentage of excess cash flow prepayment is reduced to 25% if the total leverage ratio is 2.00 to 1.00 or greater, but less than 2.50 to 1.00, and 0% if the total leverage ratio is less than 2.00 to 1.00. As of December 31, 2015, the Borrower's excess cash flow offer, as defined, was $16.1 million and was presented to the lenders under our Term Loan Facility. The lenders accepted $12.0 million of the prepayment offer and a principal payment in that amount was made on May 9, 2016. There was no excess cash flow required for the year ended December 31, 2014. See "Management's Discussion and Analysis and Results of Operations — Description of Senior Secured Credit Facilities and Floor Plan Facility."

          We are dependent to a significant extent on our ability to finance our new and certain of our used RV inventory under our Floor Plan Facility. Floor plan financing arrangements allow us to borrow money to buy a particular new RV from the manufacturer or a used RV on trade-in or at auction and pay off the loan when we sell that particular RV. We may need to increase the capacity of our existing Floor Plan Facility in connection with our acquisition of dealerships and overall growth. In the event that we are unable to obtain such incremental financing, our ability to complete acquisitions could be limited.

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          We cannot assure you that our cash flow from operations or cash available under our Revolving Credit Facility or our Floor Plan Facility will be sufficient to meet our needs. If we are unable to generate sufficient cash flows from operations in the future, and if availability under our Revolving Credit Facility or our Floor Plan Facility is not sufficient, we may have to obtain additional financing. If we obtain additional capital by issuing equity, the interests of our existing stockholders will be diluted. If we incur additional indebtedness, that indebtedness may contain significant financial and other covenants that may significantly restrict our operations. We cannot assure you that we could obtain refinancing or additional financing on favorable terms or at all.

Our Senior Secured Credit Facilities and our Floor Plan Facility contain restrictive covenants that may impair our ability to access sufficient capital and operate our business.

          Our Senior Secured Credit Facilities and our Floor Plan Facility contain various provisions that limit our ability to, among other things:

    incur additional indebtedness;

    incur certain liens;

    consolidate or merge;

    alter the business conducted by us and our subsidiaries;

    make investments, loans, advances, guarantees and acquisitions;

    sell assets, including capital stock of our subsidiaries;

    enter into certain sale and leaseback transactions;

    pay dividends on capital stock or redeem, repurchase or retire capital stock or certain other indebtedness;

    engage in transactions with affiliates; and

    enter into agreements restricting our subsidiaries' ability to pay dividends.

          In addition, the restrictive covenants in our Senior Secured Credit Facilities and our Floor Plan Facility require us to maintain specified financial ratios. See "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Description of Senior Secured Credit Facilities and Floor Plan Facility" and "Description of Certain Indebtedness." Our ability to comply with those financial ratios may be affected by events beyond our control, and our failure to comply with these ratios could result in an event of default.

          These covenants may affect our ability to operate and finance our business as we deem appropriate. Our inability to meet obligations as they become due or to comply with various financial covenants contained in the instruments governing our current or future indebtedness could constitute an event of default under the instruments governing our indebtedness.

          If there were an event of default under the instruments governing our indebtedness, the holders of the affected indebtedness could declare all of the affected indebtedness immediately due and payable, which, in turn, could cause the acceleration of the maturity of all of our other indebtedness. We may not have sufficient funds available, or we may not have access to sufficient capital from other sources, to repay any accelerated debt. Even if we could obtain additional financing, the terms of the financing may not be favorable to us. In addition, substantially all of our assets are subject to liens securing our Senior Secured Credit Facilities and our Floor Plan Facility. If amounts outstanding under our Senior Secured Credit Facilities and our Floor Plan Facility were accelerated, our lenders could foreclose on these liens and we could lose substantially all of our

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assets. Any event of default under the instruments governing our indebtedness could have a material adverse effect on our business, financial condition and results of operations.

We primarily rely on two fulfillment and distribution centers for our retail, e-commerce and catalog businesses, and, if there is a natural disaster or other serious disruption at either facility, we may be unable to deliver merchandise effectively to our stores or customers.

          Although we expect to open a third distribution and fulfillment center in Fort Worth, Texas in the second half of 2016, we currently rely on two distribution and fulfillment centers located in Franklin, Kentucky and Bakersfield, California for our retail, e-commerce and catalog businesses. We handle almost all of our e-commerce and catalog orders through these two facilities. Any natural disaster or other serious disruption at either facility due to fire, tornado, earthquake, flood or any other cause could damage our on-site inventory or impair our ability to use such distribution and fulfillment center. While we maintain business interruption insurance, as well as general property insurance, the amount of insurance coverage may not be sufficient to cover our losses in such an event. Additionally, we may be delayed in opening our new distribution and fulfillment center, which could put further strain on our existing distribution and fulfillment centers as we expand our operations. Any of these occurrences could impair our ability to adequately stock our stores or fulfill customer orders and harm our results of operations.

Natural disasters, whether or not caused by climate change, unusual weather condition, epidemic outbreaks, terrorist acts and political events could disrupt business and result in lower sales and otherwise adversely affect our financial performance.

          The occurrence of one or more natural disasters, such as tornadoes, hurricanes, fires, floods, hail storms and earthquakes, unusual weather conditions, epidemic outbreaks such as Ebola, Zika virus or measles, terrorist attacks or disruptive political events in certain regions where our stores are located could adversely affect our business and result in lower sales. Severe weather, such as heavy snowfall or extreme temperatures, may discourage or restrict customers in a particular region from traveling to our stores or utilizing our products, thereby reducing our sales and profitability. Natural disasters including tornadoes, hurricanes, floods, hail storms and earthquakes may damage our stores or other operations, which may materially adversely affect our consolidated financial results. In addition to business interruption, our retailing business is subject to substantial risk of property loss due to the concentration of property at our retail locations. To the extent these events also impact one or more of our key suppliers or result in the closure of one or both of our distribution centers or our corporate headquarters, we may be unable to maintain inventory balances, maintain delivery schedules or provide other support functions to our stores. Any of these events could have a material adverse effect on our business, financial condition and results of operations.

We depend on our relationships with third party providers of services, protection plans, products and resources and a disruption of these relationships or of these providers' operations could have an adverse effect on our business and results of operations.

          Our business depends in part on developing and maintaining productive relationships with third party providers of services, protection plans, products and resources that we market to our customers. During the year ended December 31, 2015 we sourced our products from approximately 1,300 domestic and international vendors. Additionally, we rely on certain third party providers to support our services, protection plans, products and resources, including insurance carriers for our property and casualty insurance and extended service contracts, banks and captive financing companies for vehicle financing and refinancing, Comenity Capital Bank as the issuer of our co-branded credit card and a tow provider network for our roadside assistance programs. We

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cannot accurately predict when, or the extent to which, we will experience any disruption in the supply of products from our vendors or services from our third party providers. Any such disruption could negatively impact our ability to market and sell our services, protection plans, products and resources, which could have a material adverse effect on our business, financial condition and results of operations. In addition, Comenity Capital Bank could decline to renew our services agreement or become insolvent and unable to perform our contract, and we may be unable to timely find a replacement bank to provide these services.

          We depend on merchandise purchased from our vendors to obtain products for our retail locations. We have no contractual arrangements providing for continued supply from our key vendors, and our vendors may discontinue selling to us at any time. Changes in commercial practices of our key vendors or manufacturers, such as changes in vendor support and incentives or changes in credit or payment terms, could also negatively impact our results. If we lose one or more key vendors or are unable to promptly replace a vendor that is unwilling or unable to satisfy our requirements with a vendor providing equally appealing products at comparable prices, we may not be able to offer products that are important to our merchandise assortment.

          We also are subject to risks, such as the price and availability of raw materials and fabrics, labor disputes, union organizing activity, strikes, inclement weather, natural disasters, war and terrorism and adverse general economic and political conditions that might limit our vendors' ability to provide us with quality merchandise on a timely and cost-efficient basis. We may not be able to develop relationships with new vendors, and products from alternative sources, if any, may be of a lesser quality and more expensive than those we currently purchase. Any delay or failure in offering quality products and services to our customers could have a material adverse effect on our business, financial condition and results of operations.

          We offer emergency roadside assistance to our customers at a fixed price per year and we pay our tow provider network based on usage. If the amount of emergency roadside claims substantially exceeds our estimates or if our tow provider is unable to adequately respond to calls, it could have a material adverse effect on our business, financial condition or results of operations.

          With respect to the insurance programs that we offer, we are dependent on the insurance carriers that underwrite the insurance to obtain appropriate regulatory approvals and maintain compliance with insurance regulations. If such carriers do not obtain appropriate state regulatory approvals or comply with such changing regulations, we may be required to use an alternative carrier or change our insurance products or cease marketing certain insurance related products in certain states, which could have a material adverse effect on our business, financial condition and results of operations. If we are required to use an alternative insurance carrier or change our insurance related products, it may materially increase the time required to bring an insurance related product to market. Any disruption in our service offerings could harm our reputation and result in customer dissatisfaction.

          Additionally, we provide financing to qualified customers through a number of third party financing providers. If one or more of these third party providers ceases to provide financing to our customers, provides financing to fewer customers or no longer provides financing on competitive terms, or if we were unable to replace the current third party providers upon the occurrence of one or more of the foregoing events, it could have a material adverse effect on our business, financial condition and results of operations.

          We also offer a co-branded credit card issued by Comenity Capital Bank, a third party bank that manages and directly extends credit to our customers. The cardholders can earn promotional points on a variety of qualifying purchases, such as purchases at Camping World, on Good Sam purchases and at private campgrounds across the United States and Canada. We earn incentive payments from our card network partner based on the use of the credit card. A decrease in the

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popularity and use of our co-branded credit card could reduce our ability to earn incentive payment income as part of the program and could have a material adverse effect on our business, financial condition and results of operations.

A portion of our net income is from financing, insurance and extended service contracts, which depend on third party lenders and insurance companies. We cannot assure you third party lending institutions will continue to provide financing for RV purchases.

          A portion of our net income comes from the fees we receive from lending institutions and insurance companies for arranging financing and insurance coverage for our customers. The lending institution pays us a fee for each loan that we arrange. If these lenders were to lend to our customers directly rather than through us, we would not receive a fee. In addition, if customers prepay financing we arranged within a specified period (generally within six months of making the loan), we are required to rebate (or "chargeback") all or a portion of the commissions paid to us by the lending institution. Our revenues from financing fees and vehicle service contract fees are recorded net of a reserve for estimated future chargebacks based on historical operating results. Lending institutions may change the criteria or terms they use to make loan decisions, which could reduce the number of customers for whom we can arrange financing, or may elect to not continue to provide these products with respect to RVs. Our customers may also use the internet or other electronic methods to find financing alternatives. If any of these events occur, we could lose a significant portion of our income and profit.

          Furthermore, new and used vehicles may be sold and financed through retail installment sales contracts entered into between us and third-party purchasers. Prior to entering into a retail installment sales contract with a third-party purchaser, we typically have a commitment from a third-party lender for the assignment of such retail installment sales contract, subject to final review, approval and verification of the retail installment sales contract, related documentation and the information contained therein. Retail installment sales contracts are typically assigned by us to third-party lenders simultaneously with the execution of the retail installment sales contracts. Contracts in transit represent amounts due from third-party lenders from whom pre-arranged assignment agreements have been determined, and to whom the retail installment sales contract have been assigned. We recognize revenue when the applicable new or used vehicle is delivered and we have assigned the retail installment sales contract to a third-party lender and collectability is reasonably assured. Funding from the third-party lender is provided upon receipt, final review, approval and verification of the retail installment sales contract, related documentation and the information contained therein. Retail installment sales contracts are typically funded within ten days of the initial approval of the retail installment sales contract by the third-party lender. Contracts in transit are included in current assets in our consolidated financial statements included elsewhere in this prospectus and totaled $65.9 million as of June 30, 2016, $21.9 million as of December 31, 2015 and $22.6 million as of December 31, 2014. Any defaults on these retail installment sales contracts could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to retain senior executives and attract and retain other qualified employees, our business might be adversely affected.

          Our success depends in part on our ability to attract, hire, train and retain qualified managerial, sales and marketing personnel. Competition for these types of personnel is high. We may be unsuccessful in attracting and retaining the personnel we require to conduct our operations successfully and, in such an event, our business could be materially and adversely affected. Our success also depends to a significant extent on the continued service and performance of our senior management team, including our Chairman and Chief Executive Officer Marcus Lemonis. The loss of any member of our senior management team could impair our ability to execute our

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business plan and could therefore have a material adverse effect on our business, results of operations and financial condition. Additionally, certain members of our management team, including Mr. Lemonis, currently pursue and may continue to pursue other business ventures, which could divert their attention from executing on our business plan and objectives. We do not currently maintain key-man life insurance policies on any member of our senior management team or other key employees. We have entered into employment agreements with Marcus A. Lemonis, our Chief Executive Officer, Thomas F. Wolfe, our Chief Financial Officer and Secretary, Brent L. Moody, our Chief Operating and Legal Officer, Roger L. Nuttall, our President of Camping World, and Mark J. Boggess, our President of Good Sam Enterprises.

Our business depends on our ability to meet our labor needs.

          Our success depends in part upon our ability to attract, motivate and retain a sufficient number of qualified employees, including market managers, general managers, sales managers, department managers and sales associates. Qualified individuals of the requisite caliber and number needed to fill these positions may be in short supply in some areas, and the turnover rate in the retail industry is high. If we are unable to hire and retain sales associates capable of consistently providing a high level of customer service, as demonstrated by their enthusiasm for our culture and knowledge of our merchandise, our business could be materially adversely affected. Although none of our employees are currently covered by collective bargaining agreements, our employees may elect to be represented by labor unions in the future, which could increase our labor costs. Additionally, competition for qualified employees could require us to pay higher wages to attract a sufficient number of employees. An inability to recruit and retain a sufficient number of qualified individuals in the future may delay the planned openings of new stores. Any such delays, any material increases in employee turnover rates at existing stores or any increases in labor costs could have a material adverse effect on our business, financial condition or results of operations.

We primarily lease our retail locations. If we are unable to maintain those leases or locate alternative sites for our stores in our target markets and on terms that are acceptable to us, our revenues and profitability could be adversely affected.

          We lease substantially all of the real properties where we have operations, including, as of June 30, 2016, all 120 of our Camping World retail locations in 36 states and our two distribution centers. Our leases generally provide for fixed monthly rentals with escalation clauses and range from one to five years. There can be no assurance that we will be able to maintain our existing retail locations as leases expire, extend the leases or be able to locate alternative sites in our target markets and on favorable terms. Any failure to maintain our existing retail locations, extend the leases or locate alternative sites on favorable or acceptable terms could have a material adverse effect on our business, financial condition and results of operations.

Our business is subject to numerous federal, state and local regulations.

          Our operations are subject to varying degrees of federal, state and local regulation, including our RV sales, RV financing, outbound telemarketing, direct mail, roadside assistance programs and insurance activities. New regulatory efforts may be proposed from time to time that have a material adverse effect on our ability to operate our businesses or our results of operations. For example, in the past a principal source of leads for our direct response marketing efforts was new vehicle registrations provided by motor vehicle departments in various states. Currently, all states restrict access to motor vehicle registration information.

          We are also subject to federal and numerous state consumer protection and unfair trade practice laws and regulations relating to the sale, transportation and marketing of motor vehicles, including so-called "lemon laws." Federal, state and local laws and regulations also impose upon vehicle operators various restrictions on the weight, length and width of motor vehicles that may be operated in certain jurisdictions or on certain roadways. Certain jurisdictions also prohibit the sale of vehicles exceeding length restrictions. Federal and state authorities also have various environmental control standards relating to air, water, noise pollution and hazardous waste generation and disposal which affect our business and operations.

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          Further, certain federal and state laws and regulations affect our activities. Areas of our business affected by such laws and regulations include, but are not limited to, labor, advertising, consumer protection, real estate, promotions, quality of services, intellectual property, tax, import and export, anti-corruption, anti-competition, environmental, health and safety. Compliance with these laws and others may be onerous and costly, at times, and may be inconsistent from jurisdiction to jurisdiction which further complicates compliance efforts.

          The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), which was signed into law on July 21, 2010, established the Consumer Financial Protection Bureau (the "CFPB"), an independent federal agency funded by the United States Federal Reserve with broad regulatory powers and limited oversight from the United States Congress. Although automotive dealers are generally excluded, the Dodd-Frank Act could lead to additional, indirect regulation of automotive dealers, in particular, their sale and marketing of finance and insurance products, through its regulation of automotive finance companies and other financial institutions. In March 2013, the CFPB issued supervisory guidance highlighting its concern that the practice of automotive dealers being compensated for arranging customer financing through discretionary markup of wholesale rates offered by financial institutions ("dealer markup") results in a significant risk of pricing disparity in violation of The Equal Credit Opportunity Act (the "ECOA"). The CFPB recommended that financial institutions under its jurisdiction take steps to address compliance with the ECOA, which may include imposing controls on dealer markup, monitoring and addressing the effects of dealer markup policies, and eliminating dealer discretion to markup buy rates and fairly compensating dealers using a different mechanism that does not result in disparate impact to certain groups of consumers.

          In addition, the Patient Protection and Affordable Care Act (the "Affordable Care Act"), which was signed into law on March 23, 2010, may increase our annual employee health care costs that we fund and has increased our cost of compliance and compliance risk related to offering health care benefits.

          Furthermore, our property and casualty insurance programs that we offer through third party insurance carriers are subject to various state laws and regulations governing the business of insurance, including, without limitation, laws and regulations governing the administration, underwriting, marketing, solicitation or sale of insurance programs. Our third party insurance carriers are required to apply for, renew, and maintain licenses issued by state, federal or foreign regulatory authorities. Such regulatory authorities have relatively broad discretion to grant, renew and revoke such licenses. Accordingly, any failure by such parties to comply with the then current licensing requirements, which may include any determination of financial instability by such regulatory authorities, could result in such regulators denying their initial or renewal applications for such licenses, modifying the terms of licenses or revoking licenses that they currently possess, which could severely inhibit our ability to market these products. Additionally, certain state laws and regulations govern the form and content of certain disclosures that must be made in connection with the sale, advertising or offer of any insurance program to a consumer. We review all marketing materials we disseminate to the public for compliance with applicable insurance regulations. We are required to maintain certain licenses and approvals in order to market insurance programs.

          We have instituted various and comprehensive policies and procedures to address compliance. However, there can be no assurance that employees, contractors, vendors or our agents will not violate such laws and regulations or our policies and procedures.

Regulations applicable to the sale of extended service contracts could materially impact our business and results of operations.

          We offer extended service contracts that may be purchased as a supplement to the original purchaser's warranty. These products are subject to complex federal and state laws and

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regulations. There can be no assurance that regulatory authorities in the jurisdictions in which these products are offered will not seek to regulate or restrict these products. Failure to comply with applicable laws and regulations could result in fines or other penalties including orders by state regulators to discontinue sales of the warranty products in one or more jurisdictions. Such a result could materially and adversely affect our business, results of operations and financial condition.

          We currently transfer the majority of the administration and liability obligations associated with these extended service contracts to a third party upon purchase by the customer. State laws and regulations, however, may limit or condition our ability to transfer these administration and liability obligations to third parties, which could in turn impact the way revenue is recognized from these products. Failure to comply with these laws could result in fines or other penalties, including orders by state regulators to discontinue sales of these product offerings as currently structured. Such a result could materially and adversely affect our business, financial condition and results of operations.

If state dealer laws are repealed or weakened, our dealerships will be more susceptible to termination, non-renewal or renegotiation of dealer agreements.

          State dealer laws generally provide that a manufacturer may not terminate or refuse to renew a dealer agreement unless it has first provided the dealer with written notice setting forth good cause and stating the grounds for termination or non-renewal. Some state dealer laws allow dealers to file protests or petitions or attempt to comply with the manufacturer's criteria within the notice period to avoid the termination or non-renewal. Though unsuccessful to date, manufacturers' lobbying efforts may lead to the repeal or revision of state dealer laws. If dealer laws are repealed in the states in which we operate, manufacturers may be able to terminate our dealer agreements without providing advance notice, an opportunity to cure or a showing of good cause. Without the protection of state dealer laws, it may also be more difficult for our dealerships to renew their dealer agreements upon expiration.

          The ability of a manufacturer to grant additional dealer agreements is based on several factors which are not within our control. If manufacturers grant new dealer agreements in areas near or within our existing markets, this could have a material adverse effect on our business, financial condition and results of operations.

Our failure to comply with certain environmental regulations could adversely affect our business, financial condition and results of operations.

          Our operations involve the use, handling, storage and contracting for recycling and/or disposal of materials such as motor oil and filters, transmission fluids, antifreeze, refrigerants, paints, thinners, batteries, cleaning products, lubricants, degreasing agents, tires and propane. Consequently, our business is subject to a complex variety of federal, state and local requirements that regulate the environment and public health and safety and we may incur significant costs to comply with such requirements. Our failure to comply with these regulations could cause us to become subject to fines and penalties or otherwise have an adverse impact on our business. In addition, we have indemnified certain of our landlords for any hazardous waste which may be found on or about property we lease. If any such hazardous waste were to be found on property that we occupy, a significant claim giving rise to our indemnity obligation could have a negative effect on our business, financial condition and results of operations.

Climate change legislation or regulations restricting emission of "greenhouse gases" could result in increased operating costs and reduced demand for the RVs we sell.

          The United States Environmental Protection Agency has adopted rules under existing provisions of the federal Clean Air Act that require a reduction in emissions of greenhouse gases

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from motor vehicles. The adoption of any laws or regulations requiring significant increases in fuel economy requirements or new federal or state restrictions on vehicles and automotive fuels in the United States could adversely affect demand for those vehicles and could have a material adverse effect on our business, financial condition and results of operations.

A failure in our e-commerce operations, security breaches and cybersecurity risks could disrupt our business and lead to reduced sales and growth prospects and reputational damage.

          Our e-commerce business is an important element of our brands and relationship with our customers, and we expect it to continue to grow. In addition to changing consumer preferences and shifting traffic patterns and buying trends in e-commerce, we are vulnerable to additional risks and uncertainties associated with e-commerce sales, including rapid changes in technology, website downtime and other technical failures, security breaches, cyber-attacks, consumer privacy concerns, changes in state tax regimes and government regulation of internet activities. Our failure to successfully respond to these risks and uncertainties could reduce our e-commerce sales, increase our costs, diminish our growth prospects and damage our brands, which could negatively impact our results of operations and stock price.

          In addition, there is no guarantee that we will be able to expand our e-commerce business. Our competitors may have e-commerce businesses that are substantially larger and more developed than ours, which places us at a competitive disadvantage. Although we intend to launch two updated websites in 2016, we may not be successful in implementing the improved website features and there is no guarantee that such improvements will expand our e-commerce business. If we are unable to expand our e-commerce business, our growth plans will suffer and the price of our common stock could decline.

We may be unable to enforce our intellectual property rights and we may be accused of infringing the intellectual property rights of third parties which could have a material adverse effect on our business, financial condition and results of operations.

          We own a variety of registered trademarks and service marks for the names of our clubs, magazines and other publications. We also own the copyrights to certain articles in our publications. We believe that our trademark and copyrights have significant value and are important to our marketing efforts. If we are unable to continue to protect the trademarks and service marks for our proprietary brands, if such marks become generic or if third parties adopt marks similar to our marks, our ability to differentiate our products and services may be diminished. In the event that our trademarks or service marks are successfully challenged by third parties, we could lose brand recognition and be forced to devote additional resources to advertising and marketing new brands for our products.

          From time to time, we may be compelled to protect our intellectual property, which may involve litigation. Such litigation may be time-consuming, expensive and distract our management from running the day-to-day operations of our business, and could result in the impairment or loss of the involved intellectual property. There is no guarantee that the steps we take to protect our intellectual property, including litigation when necessary, will be successful. The loss or reduction of any of our significant intellectual property rights could diminish our ability to distinguish our products from competitors' products and retain our market share for our proprietary products. Our inability to effectively protect our proprietary intellectual property rights could have a material adverse effect on our business, results of operations and financial condition.

          Other parties also may claim that we infringe their proprietary rights. Such claims, whether or not meritorious, may result in the expenditure of significant financial and managerial resources,

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injunctions against us or the payment of damages. These claims could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to maintain or upgrade our information technology systems or if we are unable to convert to alternate systems in an efficient and timely manner, our operations may be disrupted or become less efficient.

          We depend on a variety of information technology systems for the efficient functioning of our business. We rely on certain hardware, telecommunications and software vendors to maintain and periodically upgrade many of these systems so that we can continue to support our business. Various components of our information technology systems, including hardware, networks, and software, are licensed to us by third party vendors. We rely extensively on our information technology systems to process transactions, summarize results and manage our business. Additionally, because we accept debit and credit cards for payment, we are subject to the Payment Card Industry Data Security Standard (the "PCI Standard"), issued by the Payment Card Industry Security Standards Council. The PCI Standard contains compliance guidelines with regard to our security surrounding the physical and electronic storage, processing and transmission of cardholder data. We are currently in compliance with the PCI Standard, however, complying with the PCI Standard and implementing related procedures, technology and information security measures requires significant resources and ongoing attention. Costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technology such as those necessary to maintain compliance with the PCI Standard or with maintenance or adequate support of existing systems could also disrupt or reduce the efficiency of our operations. Any material interruptions or failures in our payment-related systems could have a material adverse effect on our business, financial condition and results of operations.

Any disruptions to our information technology systems or breaches of our network security could interrupt our operations, compromise our reputation, expose us to litigation, government enforcement actions and costly response measures and could have a material adverse effect on our business, financial condition and results of operations.

          We rely on the integrity, security and successful functioning of our information technology systems and network infrastructure across our operations. We use information technology systems to support our consumer services and plans, manage procurement and our supply chain, track inventory information at our retail locations, communicate customer information and aggregate daily sales, margin and promotional information. We also use information systems to report and audit our operational results.

          In connection with sales, we transmit encrypted confidential credit and debit card information. Although we are currently in compliance with the PCI Standard, there can be no assurance that in the future we will be able to continue to operate our facilities and our customer service and sales operations in accordance with PCI or other industry recommended or contractually required practices. Even if we continue to be compliant with such standards, we still may not be able to prevent security breaches.

          We also have access to, collect or maintain private or confidential information regarding our customers, associates and suppliers, as well as our business. For example, we maintain a customer database that has over 11 million unique contacts. This customer database includes information about our approximately 1.7 million club members and our 3.3 million Active Customers. The protection of our customer, club member, associate, supplier and company data is critical to us. The regulatory environment surrounding information security and privacy is increasingly demanding, with the frequent imposition of new and constantly changing requirements across our business. In addition, customers have a high expectation that we will adequately protect their personal

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information from cyber-attack or other security breaches. We have procedures in place to safeguard such data and information. However, a significant breach of club member, customer, employee, supplier, or company data could attract a substantial amount of negative media attention, damage our club member, customer and supplier relationships and our reputation, and result in lost sales, fines and/or lawsuits.

          An increasingly significant portion of our sales depends on the continuing operation of our information technology and communications systems, including but not limited to our point-of-sale system and our credit card processing systems. Our information technology, communication systems and electronic data may be vulnerable to damage or interruption from earthquakes, acts of war or terrorist attacks, floods, fires, tornadoes, hurricanes, power loss and outages, computer and telecommunications failures, computer viruses, loss of data, unauthorized data breaches, usage errors by our associates or our contractors or other attempts to harm our systems, including cyber-security attacks, hacking by third parties, computer viruses or other breaches of cardholder data. Some of our systems are not fully redundant, and our disaster recovery planning cannot account for all eventualities. The occurrence of a natural disaster, intentional sabotage or other unanticipated problems could result in lengthy interruptions in our service. Any errors or vulnerabilities in our systems, or damage to or failure of our systems, could result in interruptions in our services and non-compliance with certain regulations or expose us to risk of litigation and liability, which could have a material adverse effect on our business, financial condition and results of operations. Further, we have centralized the majority of our computer systems in our facilities in Englewood, Colorado and Bowling Green, Kentucky. It is possible that an event or disaster at our facilities in Englewood, Colorado and Bowling Green, Kentucky could materially and adversely affect the performance of our company and the ability of each of our stores to operate efficiently.

Increases in the minimum wage could adversely affect our financial results.

          From time to time, legislative proposals are made to increase the federal minimum wage in the United States, as well as the minimum wage in a number of individual states. As federal or state minimum wage rates increase, we may be required to increase not only the wage rates of our minimum wage employees, but also the wages paid to our other hourly employees as well. Any increase in the cost of our labor could have an adverse effect on our operating costs, financial condition and results of operations.

Increases in paper costs, postage costs and shipping costs may have an adverse impact on our future financial results.

          The price of paper is a significant expense relating to our publications and direct mail solicitations. Postage for publication distribution and direct mail solicitations is also a significant expense. In addition, shipping costs are a significant expense for our business. Paper, postage and shipping costs have increased in the past and may be expected to increase in the future. Such increases could have an adverse effect on our business if we are unable to pass them on to our customers.

We may be subject to product liability claims if people or property are harmed by the products we sell.

          Some of the products we sell may expose us to product liability claims relating to personal injury, death, or environmental or property damage, and may require product recalls or other actions. Although we maintain liability insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all. In addition, some of our agreements with our vendors and sellers do not indemnify us from product liability. In addition, even if a product liability claim is not successful or is not fully pursued, the negative publicity surrounding a product recall or any

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assertion that our products caused property damage or personal injury could damage our brand identity and our reputation with existing and potential consumers and have a material adverse effect on our business, financial condition and results of operations.

          We have a self-insured retention ("SIR") for products liability and personal injury matters ranging from $25,000 to $500,000 depending on the product type and when the occurrence took place. Generally, any occurrence (as defined by our insurance policies) after June 1, 2007 is subject to the $500,000 SIR. Amounts above the SIR, up to a certain dollar amount, are covered by our excess insurance policy. Currently, we maintain excess liability insurance aggregating $150.0 million with outside insurance carriers to minimize our risks related to catastrophic claims in excess of our self-insured positions for products liability and personal injury matters. Any material change in the aforementioned factors could have an adverse impact on our results of operations. Any increase in the frequency and size of these claims, as compared to our experience in prior years, may cause the premium that we are required to pay for insurance to increase significantly and may negatively impact future SIR levels. It may also increase the amounts we pay in punitive damages, not all of which are covered by our insurance.

We may be named in litigation, which may result in substantial costs and reputational harm and divert management's attention and resources.

          We face legal risks in our business, including claims from disputes with our employees and our former employees and claims associated with general commercial disputes, product liability and other matters. Risks associated with legal liability often are difficult to assess or quantify and their existence and magnitude can remain unknown for significant periods of time. While we maintain director and officer insurance, as well as general and product liability insurance, the amount of insurance coverage may not be sufficient to cover a claim and the continued availability of this insurance cannot be assured. We have been named in the past and may be named in the future as defendants of class action lawsuits. For example, we were named as a defendant in a class action lawsuit by Camp Coast to Coast club members, which alleged certain violations of California's Unfair Competition Law at Business and Professions Code and other laws, relating to our sale of trip points and certain advertising and marketing materials. In addition, we were also named as a defendant in a putative class action lawsuit filed by former employees in the State of California, which alleged various wage and hour claims under the California Labor Code. We have since settled both actions. Regardless of their subject matter or merits, class action lawsuits may result in significant cost to us, which may not be covered by insurance, may divert the attention of management or may otherwise have an adverse effect on our business, financial condition and results of operations. Negative publicity from litigation, whether or not resulting in a substantial cost, could materially damage our reputation. We may in the future be the target of litigation and this litigation may result in substantial costs and reputational harm and divert management's attention and resources. Costs, harm to our reputation and diversion could have a material adverse effect on our business, financial condition and results of operations.

Our private brand offerings expose us to various risks.

          We expect to continue to grow our exclusive private brand offerings through a combination of brands that we own and brands that we license from third parties. We have invested in our development and procurement resources and marketing efforts relating to these private brand offerings. Although we believe that our private brand products offer value to our customers at each price point and provide us with higher gross margins than comparable third party branded products we sell, the expansion of our private brand offerings also subjects us to certain specific risks in addition to those discussed elsewhere in this section, such as:

    potential mandatory or voluntary product recalls;

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    our ability to successfully protect our proprietary rights (including defending against counterfeit, knock offs, grey-market, infringing or otherwise unauthorized goods);

    our ability to successfully navigate and avoid claims related to the proprietary rights of third parties;

    our ability to successfully administer and comply with obligations under license agreements that we have with the licensors of brands, including, in some instances, certain minimum sales requirements that, if not met, could cause us to lose the licensing rights or pay damages; and

    other risks generally encountered by entities that source, sell and market exclusive branded offerings for retail.

          An increase in sales of our private brands may also adversely affect sales of our vendors' products, which may, in turn, adversely affect our relationship with our vendors. Our failure to adequately address some or all of these risks could have a material adverse effect on our business, results of operations and financial condition.

Political and economic uncertainty and unrest in foreign countries where some of our merchandise vendors are located and trade restrictions upon imports from these foreign countries could adversely affect our ability to source merchandise and our results of operations.

          For the year ended December 31, 2015, approximately 10% of our merchandise was imported directly from vendors located in foreign countries, with a substantial portion of the imported merchandise being obtained directly from vendors in China. In addition, we believe that a significant portion of our domestic vendors obtain their products from foreign countries that may also be subject to political and economic uncertainty. We are subject to risks and uncertainties associated with changing economic, political and other conditions in foreign countries where our vendors are located, such as:

    increased import duties, tariffs, trade restrictions and quotas;

    work stoppages;

    economic uncertainties;

    adverse foreign government regulations;

    wars, fears of war and terrorist attacks and organizing activities;

    adverse fluctuations of foreign currencies;

    natural disasters; and

    political unrest.

          We cannot predict when, or the extent to which, the countries in which our products are manufactured will experience any of the above events. Any event causing a disruption or delay of imports from foreign locations would likely increase the cost or reduce the supply of merchandise available to us and would adversely affect our results of operations.

          In addition, trade restrictions, including increased tariffs or quotas, embargoes, safeguards and customs restrictions against clothing items, as well as U.S. or foreign labor strikes, work stoppages or boycotts could increase the cost or reduce the supply of merchandise available to us or may require us to modify our current business practices, any of which could have a material adverse effect on our business, financial condition and results of operations.

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Our risk management policies and procedures may not be fully effective in achieving their purposes.

          Our policies, procedures, controls and oversight to monitor and manage our enterprise risks may not be fully effective in achieving their purpose and may leave exposure to identified or unidentified risks. Past or future misconduct by our employees or vendors could result in violations of law by us, regulatory sanctions and/or serious reputational harm or financial harm. We monitor our policies, procedures and controls; however, there can be no assurance that our policies, procedures and controls will be sufficient to prevent all forms of misconduct. We review our compensation policies and practices as part of our overall enterprise risk management program, but it is possible that our compensation policies could incentivize inappropriate risk taking or misconduct. If such inappropriate risks or misconduct occurs, it is possible that it could have a material adverse effect on our business, financial condition and results of operations.

We could incur asset impairment charges for goodwill, intangible assets or other long-lived assets.

          We have a significant amount of goodwill, intangible assets and other long-lived assets. At least annually, we review goodwill for impairment. Long-lived assets, identifiable intangible assets and goodwill are also reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable from future cash flows. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, sale or disposition of a significant portion of the business or other factors. If the carrying value of a long-lived asset is considered impaired, an impairment charge is recorded for the amount by which the carrying value of the long-lived asset exceeds its fair value. Our determination of future cash flows, future recoverability and fair value of our long-lived assets includes significant estimates and assumptions. Changes in those estimates or assumptions or lower than anticipated future financial performance may result in the identification of an impaired asset and a non-cash impairment charge, which could be material. Any such charge could adversely affect our business, financial condition and results of operations.

Risks Relating to Our Organizational Structure

Marcus Lemonis, through his beneficial ownership of our shares directly or indirectly held by ML Acquisition and ML RV Group, will have substantial control over us after the consummation of this offering including over decisions that require the approval of stockholders, and his interests, along with the interests of our other Continuing Equity Owners, in our business may conflict with yours.

          Each share of our Class B common stock entitles 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% 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, and, through his beneficial ownership of our shares directly or indirectly held by ML Acquisition, Marcus Lemonis, to the number of votes necessary such that the ML Related Parties, in the aggregate, cast 47% of the total votes eligible to be cast by all of our stockholders on all matters presented to a vote of our stockholders generally. Additionally, our one share of Class C common stock will entitle ML RV Group, and, through his beneficial ownership of our shares directly or indirectly held by ML RV Group, Marcus Lemonis, to the number of votes necessary such that he casts 5% 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. See "Description of Capital Stock." Accordingly, subject to the Voting Agreement as described below, Marcus Lemonis, through his beneficial ownership of our

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shares directly or indirectly held by ML Acquisition and ML RV Group, may approve or disapprove substantially all transactions and other matters requiring approval by our stockholders, such as a merger, consolidation, dissolution or sale of all or substantially all of our assets, the issuance or redemption of certain additional equity interests, and the election of directors. These voting and class approval rights may also enable Marcus Lemonis to approve transactions that may not be in the best interests of holders of our Class A common stock or, conversely, prevent the consummation of transactions that may be in the best interests of holders of our Class A common stock.

          Additionally, the Continuing Equity Owners may receive payments from us under the Tax Receivable Agreement and upon any redemption or exchange of their common units in CWGS, LLC, including the issuance of shares of our Class A common stock upon any such redemption or exchange. As a result, the interests of the Continuing Equity Owners may conflict with the interests of holders of our Class A common stock. For example, the Continuing Equity Owners may have different tax positions from us which could influence their decisions regarding whether and when to dispose of assets, whether and when to incur new or refinance existing indebtedness, especially in light of the existence of the Tax Receivable Agreement that we will enter into in connection with this offering, and whether and when we should terminate the Tax Receivable Agreement and accelerate our obligations thereunder. In addition, the structuring of future transactions may take into consideration tax or other considerations of the Continuing Equity Owners even in situations where no similar considerations are relevant to us. See "Certain Relationships and Related Party Transactions — Tax Receivable Agreement" for a discussion of the Tax Receivable Agreement and the related likely benefits to be realized by us and the Continuing Equity Owners.

          In addition, pursuant to the Voting Agreement, Crestview will have the right to designate certain of our directors (the "Crestview 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 II GP, L.P. directly or indirectly, beneficially owns, in the aggregate, 32.5% or more of our Class A common stock, three Crestview Directors for so long as Crestview Partners II GP, L.P., directly or indirectly, beneficially owns, in the aggregate, less than 32.5% but 25% or more of our Class A common stock, two Crestview Directors for as long as Crestview Partners II GP, L.P., directly or indirectly, beneficially owns, in the aggregate, less than 25% but 15% or more of our Class A common stock and one Crestview Director for as long as Crestview Partners II GP, L.P., directly or indirectly, beneficially owns, in the aggregate, less than 15% but 7.5% or more of our Class A common stock (assuming in each such case that all outstanding common units in CWGS, LLC are redeemed for newly issued shares of our Class A common stock on a one-for-one basis). Each of ML Acquisition and ML RV Group will agree to vote, or cause to vote, all of their outstanding shares of our Class A common stock, Class B common stock and Class C common stock at any annual or special meeting of stockholders in which directors are elected, so as to cause the election of the Crestview Directors. In addition, the ML Related Parties will also have the right to designate certain of our directors (the "ML Acquisition Directors"), which will be four ML Acquisition Directors for as long as the ML Related Parties, directly or indirectly, beneficially own in the aggregate 27.5% or more of our Class A common stock, three ML Acquisition Directors for as long as the ML Related Parties, directly or indirectly, beneficially own, in the aggregate, less than 27.5% but 25% or more of our Class A common stock, two ML Acquisition Directors for as long as the ML Related Parties, directly or indirectly, beneficially own, in the aggregate, less than 25% but 15% or more of our Class A common stock and one ML Acquisition Director for as long as the ML Related Parties, directly or indirectly, beneficially own, in the aggregate, less than 15% but 7.5% or more of our Class A common stock (assuming in each such case that all outstanding common units in CWGS, LLC are redeemed for newly issued shares of our Class A common stock on a one-for-one basis). Moreover,

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ML RV Group will have the right to designate one director for as long as it holds our one share of Class C common stock (the "ML RV Director"). Funds controlled by Crestview Partners II GP, L.P. will agree to vote, or cause to vote, all of their outstanding shares of our Class A common stock and Class B common stock at any annual or special meeting of stockholders in which directors are elected, so as to cause the election of the ML Acquisition Directors and the ML RV Director. Additionally, pursuant to the Voting Agreement, we shall take commercially reasonable action to cause (i) the board of directors to be comprised at least of nine directors; (ii) the individuals designated in accordance with the terms of the Voting Agreement to be included in the slate of nominees to be elected to the board of directors at the next annual or special meeting of stockholders of the Company at which directors are to be elected and at each annual meeting of stockholders of the Company thereafter at which a director's term expires; (iii) the individuals designated in accordance with the terms of the Voting Agreement to fill the applicable vacancies on the board of directors; and (iv) a ML Director or the ML RV Director to be the chairperson of the board of directors (as defined in the bylaws). The Voting Agreement allows for the board of directors to reject the nomination, appointment or election of a particular director if such nomination, appointment or election would constitute a breach of the board of directors' fiduciary duties to the Company's stockholders or does not otherwise comply with any requirements of our amended and restated certificate of incorporation or our amended and restated bylaws or the charter for, or related guidelines of, the board of directors' nominating and corporate governance committee.

          The Voting Agreement will further provide that, for so long as Crestview Partners II GP, L.P., directly or indirectly, beneficially owns, in the aggregate, 22.5% or more of our Class A common stock, or the ML Related Parties, directly or indirectly, beneficially own, in the aggregate, 22.5% or more of our Class A common stock (assuming in each such case that all outstanding common units in CWGS, LLC are redeemed for newly issued shares of our Class A common stock on a one-for-one basis), the approval of Crestview Partners II GP, L.P. and the ML Related Parties, as applicable, will be required for certain corporate actions. These actions include: (1) a change of control; (2) acquisitions or dispositions of assets above $100 million; (3) the issuance of securities of Camping World Holdings, Inc. or any of its subsidiaries (other than under equity incentive plans that have received the prior approval of our board of directors); (4) material amendments to our certificate of incorporation or bylaws; and (5) any change in the size of the board of directors. The Voting Agreement will also provide that, for so long as either Crestview Partners II GP, L.P., directly or indirectly, beneficially owns, in the aggregate, 28% or more of our Class A common stock, or the ML Related Parties, directly or indirectly, beneficially own, in the aggregate, 28% or more of our Class A common stock (assuming in each such case that all outstanding common units of CWGS, LLC are redeemed for newly issued shares of our Class A common stock, on a one-for-one basis), the approval of Crestview Partners II GP, L.P. and the ML Related Parties, as applicable, will be required for the hiring and termination of our Chief Executive Officer; provided, however, that the approval of Crestview Partners II GP, L.P., and the ML Related Parties, as applicable, shall only be required at such time as Marcus Lemonis no longer serves as our Chief Executive Officer. See "Certain Relationships and Related Party Transactions — Voting Agreement." These rights may prevent the consummation of transactions that may be in the best interests of holders of our Class A common stock.

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Our amended and restated certificate of incorporation provides that the doctrine of "corporate opportunity" will not apply with respect to any director or stockholder who is not employed by us or our affiliates.

          The doctrine of corporate opportunity generally provides that a corporate fiduciary may not develop an opportunity using corporate resources, acquire an interest adverse to that of the corporation or acquire property that is reasonably incident to the present or prospective business of the corporation or in which the corporation has a present or expectancy interest, unless that opportunity is first presented to the corporation and the corporation chooses not to pursue that opportunity. The doctrine of corporate opportunity is intended to preclude officers or directors or other fiduciaries from personally benefiting from opportunities that belong to the corporation. Our amended and restated certificate of incorporation, which will be in effect upon the consummation of this offering, will provide that the doctrine of "corporate opportunity" will not apply with respect to any director or stockholder who is not employed by us or our affiliates. Any director or stockholder who is not employed by us or our affiliates will therefore have no duty to communicate or present corporate opportunities to us, and will have the right to either hold any corporate opportunity for their (and their affiliates') own account and benefit or to recommend, assign or otherwise transfer such corporate opportunity to persons other than us, including to any director or stockholder who is not employed by us or our affiliates.

          As a result, certain of our stockholders, directors and their respective affiliates will not be prohibited from operating or investing in competing businesses. We therefore may find ourselves in competition with certain of our stockholders, directors or their respective affiliates, and we may not have knowledge of, or be able to pursue, transactions that could potentially be beneficial to us. Accordingly, we may lose a corporate opportunity or suffer competitive harm, which could negatively impact our business or prospects.

We are a "controlled company" within the meaning of the NYSE listing requirements and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You may not have the same protections afforded to stockholders of companies that are subject to such corporate governance requirements.

          Pursuant to the terms of the Voting Agreement, Marcus Lemonis, through his beneficial ownership of our shares directly or indirectly held by ML Acquisition and ML RV Group, and certain funds controlled by Crestview Partners II GP, L.P., after the consummation of this offering will, in the aggregate, have more than 50% of the voting power for the election of directors, and, as a result, we will be considered a "controlled company" for the purposes of the NYSE 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.

          The corporate governance requirements and specifically the independence standards are intended to ensure that directors who are considered independent are free of any conflicting interest that could influence their actions as directors. Following this offering, we intend to utilize certain exemptions afforded to a "controlled company." As a result, we will not be subject to certain corporate governance requirements, including that a majority of our board of directors consists of "independent directors," as defined under the rules of the NYSE on our board of directors. In addition, we will not be required to have a nominating and corporate governance committee or compensation committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities or to conduct annual performance evaluations of the nominating and corporate governance and compensation committees. See

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"Management." Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the                      .

Our principal asset after the consummation of this offering will be our interest in CWGS, LLC, and accordingly, we will depend on distributions from CWGS, LLC to pay dividends, taxes and expenses, including payments under the Tax Receivable Agreement. CWGS, LLC's ability to make such distributions may be subject to various limitations and restrictions.

          Upon consummation of this offering, we will be a holding company and will have no material assets other than our ownership of 18,427,352 common units, representing a 22.1% economic interest in the business of CWGS, LLC (or 20,131,897 common units, representing a 23.7% economic interest in the business of CWGS, LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock). We will have no independent means of generating revenue or cash flow, and our ability to pay dividends in the future, if any, will be dependent upon the financial results and cash flows of CWGS, LLC and its subsidiaries and distributions we receive from CWGS, LLC. There can be no assurance that our subsidiaries will generate sufficient cash flow to dividend or distribute funds to us or that applicable state law and contractual restrictions, including negative covenants in our debt instruments, will permit such dividends or distributions.

          CWGS, LLC will be treated as a partnership for U.S. federal income tax purposes and, as such, will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to holders of its common units, including us. As a result, we will incur income taxes on our allocable share of any net taxable income of CWGS, LLC. Under the terms of the CWGS LLC Agreement, CWGS, LLC will be obligated to make tax distributions to holders of its common units, including us, except to the extent such distributions would render CWGS, LLC insolvent or are otherwise prohibited by law or our Senior Secured Credit Facilities, our Floor Plan Facility or any of our future debt agreements. In addition to tax expenses, we will also incur expenses related to our operations, our interests in CWGS, LLC and related party agreements, including payment obligations under the Tax Receivable Agreement, and expenses and costs of being a public company, all of which could be significant. See "Certain Relationships and Related Party Transactions — Tax Receivable Agreement." We intend, as its managing member, to cause CWGS, LLC to make distributions in an amount sufficient to allow us to pay our taxes and operating expenses, including any ordinary course payments due under the Tax Receivable Agreement. However, CWGS, LLC's ability to make such distributions may be subject to various limitations and restrictions including, but not limited to, restrictions on distributions that would either violate any contract or agreement to which CWGS, LLC is then a party, including debt agreements, or any applicable law, or that would have the effect of rendering CWGS, LLC insolvent. If CWGS, LLC does not have sufficient funds to pay tax distributions or other liabilities to fund our operations, we may have to borrow funds, which could materially adversely affect our liquidity and financial condition and subject us to various restrictions imposed by any such lenders. To the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore may accelerate payments due under the Tax Receivable Agreement. See "Certain Relationships and Related Party Transactions — Tax Receivable Agreement." If CWGS, LLC does not have sufficient funds to make distributions, our ability to declare and pay cash dividends may also be restricted or impaired. See "— Risks Relating to This Offering and Ownership of Our Class A Common Stock."

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Our Tax Receivable Agreement with the Continuing Equity Owners and Crestview Partners II GP, L.P. requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and the amounts that we may be required to pay could be significant.

          In connection with the consummation of this offering, we will enter into a Tax Receivable Agreement with CWGS, LLC, each of the Continuing Equity Owners and Crestview Partners II GP, L.P. Pursuant to the Tax Receivable Agreement, we will be required to make cash payments to the Continuing Equity Owners and Crestview Partners II GP, L.P. equal to 85% of the tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize as a result of (i) increases in tax basis resulting from the purchase of common units from Crestview Partners II GP, L.P. in exchange for Class A common stock in connection with the consummation of this offering and any future redemptions that are funded by Camping World Holdings, Inc. or exchanges of common units described under "Certain Relationships and Related Party Transactions — CWGS LLC Agreement — Agreement in Effect Upon Consummation of this Offering — Common unit redemption right," and (ii) certain other tax benefits attributable to payments under the Tax Receivable Agreement. The amount of the cash payments that we may be required to make under the Tax Receivable Agreement could be significant. Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine, which tax reporting positions are subject to challenge by taxing authorities. Any payments made by us to the Continuing Equity Owners and Crestview Partners II GP, L.P. under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us. To the extent that we are unable to make timely payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid by us. Nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore may accelerate payments due under the Tax Receivable Agreement. Furthermore, our future obligation to make payments under the Tax Receivable Agreement could make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that may be deemed realized under the Tax Receivable Agreement. The payments under the Tax Receivable Agreement are also not conditioned upon the Continuing Equity Owners or Crestview Partners II GP, L.P. maintaining a continued ownership interest in CWGS, LLC. See "Certain Relationships and Related Party Transactions — Tax Receivable Agreement" for a discussion of the Tax Receivable Agreement and the related likely benefits to be realized by us and the Continuing Equity Owners and Crestview Partners II GP, L.P.

The amounts that we may be required to pay to the Continuing Equity Owners and Crestview Partners II GP, L.P. under the Tax Receivable Agreement may be accelerated in certain circumstances and may also significantly exceed the actual tax benefits that we ultimately realize.

          The Tax Receivable Agreement provides that if certain mergers, asset sales, other forms of business combination, or other changes of control were to occur, if we materially breach any of our material obligations under the Tax Receivable Agreement or if, at any time, we elect an early termination of the Tax Receivable Agreement, then the Tax Receivable Agreement will terminate and our obligations, or our successor's obligations, to make payments under the Tax Receivable Agreement would accelerate and become immediately due and payable. The amount due and payable in those circumstances is determined based on certain assumptions, including an assumption that we would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement. We may need to incur debt to finance payments under the Tax Receivable Agreement to the extent our cash resources are insufficient to meet our obligations under the Tax Receivable Agreement as a result of timing discrepancies or otherwise.

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          As a result of the foregoing, (i) we could be required to make cash payments to the Continuing Equity Owners and Crestview Partners II GP, L.P. that are greater than the specified percentage of the actual benefits we ultimately realize in respect of the tax benefits that are subject to the Tax Receivable Agreement and (ii) we would be required to make an immediate cash payment equal to the present value of the anticipated future tax benefits that are the subject of the Tax Receivable Agreement, which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits. In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combination, or other changes of control. There can be no assurance that we will be able to finance our obligations under the Tax Receivable Agreement.

We will not be reimbursed for any payments made to the Continuing Equity Owners and Crestview Partners II GP, L.P. under the Tax Receivable Agreements in the event that any tax benefits are disallowed.

          We will not be reimbursed for any cash payments previously made to the Continuing Equity Owners and Crestview Partners II GP, L.P. pursuant to the Tax Receivable Agreement if any tax benefits initially claimed by us are subsequently challenged by a taxing authority and are ultimately disallowed. Instead, any excess cash payments made by us to a Continuing Equity Owner or Crestview Partners II GP, L.P. will be netted against any future cash payments that we might otherwise be required to make under the terms of the Tax Receivable Agreement. However, a challenge to any tax benefits initially claimed by us may not arise for a number of years following the initial time of such payment or, even if challenged early, such excess cash payment may be greater than the amount of future cash payments that we might otherwise be required to make under the terms of the Tax Receivable Agreement and, as a result, there might not be future cash payments from which to net against. The applicable U.S. federal income tax rules are complex and factual in nature, and there can be no assurance that the IRS or a court will not disagree with our tax reporting positions. As a result, it is possible that we could make cash payments under the Tax Receivable Agreement that are substantially greater than our actual cash tax savings. See "Certain Relationships and Related Party Transactions — Tax Receivable Agreement" for a discussion of the Tax Receivable Agreement and the related likely benefits to be realized by us and the Continuing Equity Owners and Crestview Partners II GP, L.P.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our operating results and financial condition.

          We are subject to income taxes in the United States, and our tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

    changes in the valuation of our deferred tax assets and liabilities;

    expected timing and amount of the release of any tax valuation allowances;

    expiration of, or detrimental changes in, research and development tax credit laws;

    tax effects of stock-based compensation;

    costs related to intercompany restructurings; or

    changes in tax laws, regulations or interpretations thereof.

          In addition, we may be subject to audits of our income, sales and other transaction taxes by U.S. federal and state authorities. Outcomes from these audits could have an adverse effect on our operating results and financial condition.

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If we were deemed to be an investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), as a result of our ownership of CWGS, LLC, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business, financial condition and results of operations.

          Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an "investment company" for purposes of the 1940 Act if (i) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (ii) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not believe that we are an "investment company," as such term is defined in either of those sections of the 1940 Act.

          As the sole managing member of CWGS, LLC, we will control and operate CWGS, LLC. On that basis, we believe that our interest in CWGS, LLC is not an "investment security" as that term is used in the 1940 Act. However, if we were to cease participation in the management of CWGS, LLC, our interest in CWGS, LLC could be deemed an "investment security" for purposes of the 1940 Act.

          We and CWGS, LLC intend to conduct our operations so that we will not be deemed an investment company. However, if we were to be deemed an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business, financial condition and results of operations.

Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the Continuing Equity Owners and Crestview Partners II GP, L.P. that will not benefit Class A common stockholders to the same extent as it will benefit the Continuing Equity Owners and Crestview Partners II GP, L.P.

          Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the Continuing Equity Owners and Crestview Partners II GP, L.P. that will not benefit the holders of our Class A common stock to the same extent as it will benefit such Continuing Equity Owners and Crestview Partners II GP, L.P. We will enter into the Tax Receivable Agreement with CWGS, LLC and such Continuing Equity Owners and Crestview Partners II GP, L.P. and it will provide for the payment by Camping World Holdings, Inc. to the Continuing Equity Owners and Crestview Partners II GP, L.P. of 85% of the amount of tax benefits, if any, that Camping World Holdings, Inc. actually realizes, or in some circumstances is deemed to realize, as a result of (i) increases in tax basis resulting from the purchase of common units from Crestview Partners II GP, L.P. in exchange for Class A common stock in connection with the consummation of this offering and any future redemptions that are funded by Camping World Holdings, Inc. or exchanges of common units described under "Certain Relationships and Related Party Transactions — CWGS LLC Agreement — Agreement in Effect Upon Consummation of this Offering — Common unit redemption right," and (ii) certain other tax benefits attributable to payments under the Tax Receivable Agreement. Although Camping World Holdings, Inc. will retain 15% of the amount of such tax benefits, this and other aspects of our organizational structure may adversely impact the future trading market for the Class A common stock.

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Risks Relating to This Offering and Ownership of Our Class A Common Stock

Immediately following the consummation of this offering, the Continuing Equity Owners will (through common units) own interest in CWGS, LLC, and the Continuing Equity Owners will have the right to redeem their interests in CWGS, LLC pursuant to the terms of the CWGS LLC Agreement for shares of Class A common stock or cash.

          After this offering, we will have an aggregate of 231,572,648 shares of Class A common stock authorized but unissued (or 229,868,103 if the underwriters exercise their option to purchase additional shares in full), including approximately 64,835,914 shares of Class A common stock issuable, at our election, upon redemption of CWGS, LLC common units that will be held by the Continuing Equity Owners. CWGS, LLC will enter into the CWGS LLC Agreement, and subject to certain restrictions set forth therein and as described elsewhere in this prospectus, the Continuing Equity Owners will be entitled to have their common units redeemed from time to time at each of their options for, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), newly-issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed, in each case in accordance with the terms of the CWGS LLC Agreement; provided that, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), we may effect a direct exchange of such Class A common stock or such cash, as applicable, for such common units. The Continuing Equity Owners may exercise such redemption right for as long as their common units remain outstanding. See "Certain Relationships and Related Party Transactions — CWGS LLC Agreement." We also intend to enter into a Registration Rights Agreement pursuant to which the shares of Class A common stock issued upon such redemption and the shares of Class A common stock issued to the Former Equity Owners in connection with the Transactions will be eligible for resale, subject to certain limitations set forth therein. See "Certain Relationships and Related Party Transactions — Registration Rights Agreement."

          We cannot predict the size of future issuances of our Class A common stock or the effect, if any, that future issuances and sales of shares of our Class A common stock may have on the market price of our Class A common stock. Sales or distributions of substantial amounts of our Class A common stock, including shares issued in connection with an acquisition, or the perception that such sales or distributions could occur, may cause the market price of our Class A common stock to decline.

You will suffer immediate and substantial dilution in the net tangible book value of the Class A common stock you purchase.

          The price you pay for shares of our Class A common stock sold in this offering is substantially higher than our pro forma net tangible book value per share. Based on the initial public offering price for our Class A common stock, you will incur immediate dilution in net tangible book value per share of $24.14. Dilution is the difference between the offering price per share and the pro forma net tangible book value per share of our Class A common stock immediately after the offering. As a result of this dilution, investors purchasing stock in this offering may receive significantly less than the full purchase price that they paid for the stock purchased in this offering in the event of liquidation. See "Dilution."

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You may be diluted by future issuances of additional Class A common stock or common units in connection with our incentive plans, acquisitions or otherwise; future sales of such shares in the public market, or the expectations that such sales may occur, could lower our stock price.

          Our amended and restated certificate of incorporation authorizes us to issue shares of our Class A common stock and options, rights, warrants and appreciation rights relating to our Class A common stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion, whether in connection with acquisitions or otherwise. In addition, we, CWGS, LLC and the Continuing Equity Owners will be party to the CWGS LLC Agreement under which the Continuing Equity Owners (or certain permitted transferees thereof) will have the right (subject to the terms of the CWGS LLC Agreement) to have their common units redeemed from time to time at each of their options by CWGS, LLC in exchange for, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), newly-issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed, in each case in accordance with the terms of the CWGS LLC Agreement; provided that, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), we may effect a direct exchange of such Class A common stock or such cash, as applicable, for such common units. The Continuing Equity Owners may exercise such redemption right for as long as their common units remain outstanding. See "Certain Relationships and Related Party Transactions — CWGS LLC Agreement." The market price of shares of our Class A common stock could decline as a result of these redemptions or exchanges or the perception that a redemption could occur. These redemptions or exchanges, or the possibility that these redemptions or exchanges may occur, also might make it more difficult for holders of our Class A common stock to sell such stock in the future at a time and at a price that they deem appropriate.

          We have reserved shares for issuance under our 2016 Plan (as defined herein) in an amount equal to 14,693,518 shares of Class A common stock, including shares of Class A common stock issuable pursuant to 1,210,565 stock options and 163,145 restricted stock units granted to certain of our directors and certain of our employees in connection with this offering as described under the captions "Executive Compensation — Compensation of our Directors" and "Executive Compensation — Equity Compensation Plan Information — Compensation Programs To Be Adopted In Connection With This Offering — 2016 Incentive Award Plan." Any Class A common stock that we issue, including under our 2016 Plan or other equity incentive plans that we may adopt in the future, would dilute the percentage ownership held by the investors who purchase Class A common stock in this offering.

          We, our officers and directors and the Original Equity Owners, subject to certain exceptions, will agree that, without the prior written consent of Goldman, Sachs & Co. and J.P. Morgan Securities LLC, on behalf of the underwriters, we and they will not, during the period ending 180 days after the date of this prospectus (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, beneficially any shares of Class A common stock or any securities convertible into or exercisable or exchangeable for shares of Class A common stock; (ii) file any registration statement with the SEC relating to the offering of any shares of Class A common stock or any securities convertible into or exercisable or exchangeable for Class A common stock; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Class A common stock, subject to certain exceptions. Goldman, Sachs & Co. and J.P. Morgan Securities LLC, in their sole discretion, may release the Class A common stock and other securities subject to the lock-up agreements described above in whole or in part at any time with or without notice. See "Underwriting."

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          The market price of our Class A common stock may decline significantly when the restrictions on resale by our existing stockholders lapse. A decline in the price of our Class A common stock might impede our ability to raise capital through the issuance of additional shares of Class A common stock or other equity securities.

          In connection with the completion of this offering, we intend to enter into a Registration Rights Agreement with the Original Equity Owners. Any sales in connection with the Registration Rights Agreement, or the prospect of any such sales, could materially impact the market price of our Class A common stock and could impair our ability to raise capital through future sales of equity securities. For a further description of our Registration Rights Agreement, see "Certain Relationships and Related Party Transactions — Registration Rights Agreement."

          See "Shares Eligible for Future Sale" for a more detailed description of the restrictions on selling shares of our Class A common stock after this offering.

          In the future, we may also issue additional securities if we need to raise capital, including, but not limited to, in connection with acquisitions, which could constitute a material portion of our then-outstanding shares of Class A common stock.

Our Class A common stock price may be volatile or may decline regardless of our operating performance and you may not be able to resell your shares at or above the initial public offering price.

          Prior to this offering, there has not been a public trading market for shares of our Class A common stock. It is possible that after this offering an active trading market will not develop or continue or, if developed, that any market will be sustained, which could make it difficult for you to sell your shares of Class A common stock at an attractive price or at all. The initial public offering price of our Class A common stock will be determined by negotiations between us and the representative of the underwriters based upon a number of factors and may not be indicative of prices that will prevail in the open market following the consummation of this offering. See "Underwriting." Consequently, you may not be able to sell our shares of Class A common stock at prices equal to or greater than the price you paid in this offering.

          Volatility in the market price of our Class A common stock may prevent you from being able to sell your shares at or above the price you paid for them. Many factors, which are outside our control, may cause the market price of our Class A common stock to fluctuate significantly, including those described elsewhere in this "Risk Factors" section and this prospectus, as well as the following:

    our operating and financial performance and prospects;

    our quarterly or annual earnings or those of other companies in our industry compared to market expectations;

    conditions that impact demand for our services;

    future announcements concerning our business or our competitors' businesses;

    the public's reaction to our press releases, other public announcements and filings with the SEC;

    the size of our public float;

    coverage by or changes in financial estimates by securities analysts or failure to meet their expectations;

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    market and industry perception of our success, or lack thereof, in pursuing our growth strategy;

    strategic actions by us or our competitors, such as acquisitions or restructurings;

    changes in laws or regulations which adversely affect our industry or us;

    changes in accounting standards, policies, guidance, interpretations or principles;

    changes in senior management or key personnel;

    issuances, exchanges or sales, or expected issuances, exchanges or sales of our capital stock;

    changes in our dividend policy;

    adverse resolution of new or pending litigation against us; and

    changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events.

          As a result, volatility in the market price of our Class A common stock may prevent investors from being able to sell their Class A common stock at or above the initial public offering price or at all. These broad market and industry factors may materially reduce the market price of our Class A common stock, regardless of our operating performance. In addition, price volatility may be greater if the public float and trading volume of our Class A common stock is low. As a result, you may suffer a loss on your investment.

Our ability to pay regular and special dividends on our Class A common stock is subject to the discretion of our board of directors and may be limited by our structure and statutory restrictions and restrictions imposed by our Senior Secured Credit Facilities and our Floor Plan Facility as well as any future agreements.

          Following completion of this offering, CWGS, LLC intends to make a regular quarterly cash distribution to its common unit holders of approximately $0.0605 per common unit, and we intend to use all of the proceeds from such distribution on our common units to declare cash dividends on our Class A common stock as described under "Dividend Policy." CWGS, LLC shall make cash distributions in accordance with the CWGS LLC Agreement in an amount suffcient for us to pay any expenses incurred by us in connection with the regular quarterly cash dividend, along with any of our other operating expenses and other obligations. See "Certain Relationships and Related Party Transactions — CWGS LLC Agreement — Agreement in Effect Upon Consummation of this Offering — Distributions." In addition, we currently intend to pay a special cash dividend of all or a portion of the Excess Tax Distribution (as defined under "Dividend Policy") to the holders of our Class A common stock from time to time, subject to the discretion of our board of directors as described under "Dividend Policy." However, the payment of future dividends on our Class A common stock will be subject to our discretion as the sole managing member of CWGS, LLC, the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements and in any preferred stock, business prospects and other factors that our board of directors may deem relevant. Our Senior Secured Credit Facilities and our Floor Plan Facility also effectively limit our ability to pay dividends. Additionally, our ability to distribute any Excess Tax Distribution will also be subject to no early termination or amendment of the Tax Receivable Agreement, as well as the amount of tax distributions actually paid to us and our actual tax liability. As a consequence of these limitations and restrictions, we may not be able to make, or may have to reduce or eliminate, the payment of dividends on our Class A common

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stock. Accordingly, you may have to sell some or all of your Class A common stock after price appreciation in order to generate cash flow from your investment. You may not receive a gain on your investment when you sell your Class A common stock and you may lose the entire amount of the investment. Additionally, any change in the level of our dividends or the suspension of the payment thereof could adversely affect the market price of our Class A common stock.

Delaware law and certain provisions in our amended and restated certificate of incorporation may prevent efforts by our stockholders to change the direction or management of our company.

          We are a Delaware corporation, and the anti-takeover provisions of Delaware law impose various impediments to the ability of a third party to acquire control of us, even if a change of control would be beneficial to our existing stockholders. In addition, our amended and restated certificate of incorporation and our amended and restated bylaws contain provisions that may make the acquisition of our company more difficult without the approval of our board of directors, including, but not limited to, the following:

    our board of directors is classified into three classes, each of which serves for a staggered three-year term;

    a majority of our stockholders or a majority of our board of directors may call special meetings of our stockholders, and at such time as the ML Related Parties, directly or indirectly, beneficially own in the aggregate, less than 27.5% of all of the outstanding common units of CWGS, LLC, only the chairperson of our board of directors or a majority of our board of directors may call special meetings of our stockholders;

    we have authorized undesignated preferred stock, the terms of which may be established and shares of which may be issued without stockholder approval;

    any action required or permitted to be taken by our stockholders at an annual meeting or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a written consent is signed by the holders of our outstanding shares of common stock representing not less than the minimum number of votes that would be necessary to authorize such action at a meeting at which all outstanding shares of common stock entitled to vote thereon, and at such time as the ML Related Parties, directly or indirectly, beneficially own in the aggregate, less than 27.5% of all of the outstanding common units of CWGS, LLC, any action required or permitted to be taken by our stockholders at an annual meeting or special meeting of stockholders may not be taken by written consent in lieu of a meeting;

    our amended and restated certificate of incorporation may be amended or repealed by the affirmative vote of a majority of the votes which all our stockholders would be eligible to cast in an election of directors and our amended and restated bylaws may be amended or repealed by a majority vote of our board of directors or by the affirmative vote of a majority of the votes which all our stockholders would be eligible to cast in an election of directors, and at such time as the ML Related Parties, directly or indirectly, beneficially own in the aggregate, less than 27.5% of all of the outstanding common units of CWGS, LLC, our amended and restated certificate of incorporation and our amended and restated bylaws may be amended or repealed by the affirmative vote of the holders of at least 662/3% of the votes which all our stockholders would be entitled to cast in any annual election of directors and our amended and restated bylaws may also be amended or repealed by a majority vote of our board of directors;

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    we require advance notice and duration of ownership requirements for stockholder proposals; and

    we have opted out of Section 203 of the Delaware General Corporation Law of the State of Delaware (the "DGCL"), however, our amended and restated certificate of incorporation will contain provisions that are similar to Section 203 of the DGCL (except with respect to ML Acquisition and Crestview and any of their respective affiliates and any of their respective direct or indirect transferees of Class B common stock). See "Description of Capital Stock — Anti-Takeover Provisions — Section 203 of the DGCL."

          These provisions could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take other corporate actions you desire, including actions that you may deem advantageous, or negatively affect the trading price of our Class A common stock. In addition, because our board of directors is responsible for appointing the members of our management team, these provisions could in turn affect any attempt by our stockholders to replace current members of our management team.

          Please see "— Risks Relating to Our Organizational Structure — Marcus Lemonis, through his beneficial ownership of our shares directly or indirectly held by ML Acquisition and ML RV Group, will have substantial control over us after the consummation of this offering including over decisions that require the approval of stockholders, and his interests, along with the interests of our other Continuing Equity Owners, in our business may conflict with yours."

Our amended and restated certificate of incorporation will provide, subject to certain exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

          Our amended and restated certificate of incorporation will provide, subject to limited exceptions, that the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders; (iii) any action asserting a claim against us, any director or our officers or employees arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws; or (iv) any action asserting a claim against us, any director or our officers or employees that is governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and to have consented to the provisions of our amended and restated certificate of incorporation described above. This choice of forum provision may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision that will be contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition and results of operations.

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We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our Class A common stock, which could depress the price of our Class A common stock.

          Our amended and restated certificate of incorporation will authorize us to issue one or more series of preferred stock. Our board of directors will have the authority to determine the preferences, limitations and relative rights of the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our stockholders. Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of our Class A common stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discouraging bids for our Class A common stock at a premium to the market price, and materially and adversely affect the market price and the voting and other rights of the holders of our Class A common stock.

The obligations associated with being a public company will require significant resources and management attention, which may divert from our business operations.

          As a result of this offering, we will become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Sarbanes-Oxley Act of 2002, as amended (the "Sarbanes-Oxley Act"). The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal control over financial reporting. As a result, we will incur significant legal, accounting and other expenses that we did not previously incur.

          In addition, the need to establish the corporate infrastructure demanded of a public company may divert management's attention from implementing our business strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes to our internal control over financial reporting, including information technology controls, and procedures for financial reporting and accounting systems to meet our reporting obligations as a public company. However, the measures we take may not be sufficient to satisfy our obligations as a public company. If we do not continue to develop and implement the right processes and tools to manage our changing enterprise and maintain our culture, our ability to compete successfully and achieve our business objectives could be impaired, which could negatively impact our business, financial condition and results of operations. In addition, we cannot predict or estimate the amount of additional costs we may incur to comply with these requirements. We anticipate that these costs will materially increase our general and administrative expenses.

          Furthermore, as a public company, we will incur additional legal, accounting and other expenses that have not been reflected in our predecessor's historical financial statements or our pro forma financial statements included elsewhere in this prospectus. In addition, rules implemented by the SEC and the NYSE have imposed various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. These rules and regulations result in our incurring legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified people to serve on our board of directors, our board committees or as executive officers.

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As a public reporting company, we will be subject to rules and regulations established from time to time by the SEC regarding our internal control over financial reporting. If we fail to establish and maintain effective internal control over financial reporting and disclosure controls and procedures, we may not be able to accurately report our financial results, or report them in a timely manner.

          Upon completion of this offering, we will become a public reporting company subject to the rules and regulations established from time to time by the SEC and NYSE. These rules and regulations will require, among other things, that we establish and periodically evaluate procedures with respect to our internal control over financial reporting. Reporting obligations as a public company are likely to place a considerable strain on our financial and management systems, processes and controls, as well as on our personnel.

          In addition, as a public company we will be required to document and test our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act so that our management can certify as to the effectiveness of our internal control over financial reporting by the time our second annual report is filed with the SEC and thereafter, which will require us to document and make significant changes to our internal control over financial reporting. Likewise, our independent registered public accounting firm will be required to provide an attestation report on the effectiveness of our internal control over financial reporting.

          If our senior management is unable to conclude that we have effective internal control over financial reporting, or to certify the effectiveness of such controls, or if our independent registered public accounting firm cannot render an unqualified opinion on management's assessment and the effectiveness of our internal control over financial reporting, or if material weaknesses in our internal control over financial reporting are identified, we could be subject to regulatory scrutiny, a loss of public and investor confidence, and to litigation from investors and stockholders, which could have a material adverse effect on our business and our stock price. In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to manage our business effectively or accurately report our financial performance on a timely basis, which could cause a decline in our common stock price and adversely affect our results of operations and financial condition. Failure to comply with the Sarbanes-Oxley Act could potentially subject us to sanctions or investigations by the SEC, the NYSE or other regulatory authorities, which would require additional financial and management resources.

An active trading market for our Class A common stock may never develop or be sustained.

          Although the shares of our Class A common stock will be authorized for trading on the NYSE, an active trading market for our Class A common stock may not develop on that exchange or elsewhere or, if developed, that market may not be sustained. Accordingly, if an active trading market for our Class A common stock does not develop or is not maintained, the liquidity of our Class A common stock, your ability to sell your shares of our Class A common stock when desired and the prices that you may obtain for your shares of Class A common stock will be adversely affected.

If securities analysts do not publish research or reports about our company, or if they issue unfavorable commentary about us or our industry or downgrade our Class A common stock, the price of our Class A common stock could decline.

          The trading market for our Class A common stock will depend in part on the research and reports that third party securities analysts publish about our company and our industry. We may be unable or slow to attract research coverage and if one or more analysts cease coverage of our company, we could lose visibility in the market. In addition, one or more of these analysts could downgrade our Class A common stock or issue other negative commentary about our company or our industry. As a result of one or more of these factors, the trading price of our Class A common stock could decline.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

          This prospectus contains forward-looking statements. All statements other than statements of historical facts contained in this prospectus may be forward-looking statements. Statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding the Transactions, expected new retail location openings, future capital expenditures and debt service obligations, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "targets," "projects," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these terms or other similar expressions.

          Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We believe that these factors include, but are not limited to, the following:

    the availability of financing to us and our customers;

    fuel shortages, or high prices for fuel;

    the well-being, as well as the continued popularity and reputation for quality, of our manufacturers;

    general economic conditions in our markets, and ongoing economic and financial uncertainties;

    our ability to attract and retain customers;

    competition in the market for services, protection plans, products and resources targeting the RV lifestyle or RV enthusiast;

    our expansion into new, unfamiliar markets presents as well as delays in opening or acquiring new retail locations;

    unforeseen expenses, difficulties, and delays frequently encountered in connection with expansion through acquisitions;

    our failure to maintain the strength and value of our brands;

    our ability to successfully order and manage our inventory to reflect consumer demand in a volatile market and anticipate changing consumer preferences and buying trends;

    fluctuations in our same store sales and whether they will be a meaningful indicator of future performance;

    the cyclical and seasonal nature of our business;

    our ability to operate and expand our business and to respond to changing business and economic conditions, which depends on the availability of adequate capital;

    the restrictive covenants in our Senior Secured Credit Facilities and Floor Plan Facility;

    our reliance on two fulfillment and distribution centers for our retail, e-commerce and catalog businesses;

    natural disasters, whether or not caused by climate change, unusual weather condition, epidemic outbreaks, terrorist acts and political events;

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    our dependence on our relationships with third party providers of services, protection plans, products and resources and a disruption of these relationships or of these providers' operations;

    whether third party lending institutions and insurance companies will continue to provide financing for RV purchases;

    our inability to retain senior executives and attract and retain other qualified employees;

    our ability to meet our labor needs;

    our inability to maintain the leases for our retail locations or locate alternative sites for our stores in our target markets and on terms that are acceptable to us;

    our business being subject to numerous federal, state and local regulations;

    regulations applicable to the sale of extended service contracts;

    our dealerships' susceptibility to termination, non-renewal or renegotiation of dealer agreements if state dealer laws are repealed or weakened;

    our failure to comply with certain environmental regulations;

    climate change legislation or regulations restricting emission of "greenhouse gases;"

    a failure in our e-commerce operations, security breaches and cybersecurity risks;

    our inability to enforce our intellectual property rights and accusations of our infringement on the intellectual property rights of third parties;

    our inability to maintain or upgrade our information technology systems or our inability to convert to alternate systems in an efficient and timely manner;

    disruptions to our information technology systems or breaches of our network security;

    Marcus Lemonis, through his beneficial ownership of our shares directly or indirectly held by ML Acquisition and ML RV Group, will have substantial control over us and may approve or disapprove substantially all transactions and other matters requiring approval by our stockholders, including, but not limited to, the election of directors;

    the exemptions from certain corporate governance requirements that we will qualify for, and intend to rely on, due to the fact that we are a "controlled company" within the meaning of the NYSE listing requirements;

    whether we are able to realize any tax benefits that may arise from our organizational structure and any redemptions or exchanges of CWGS, LLC common units for cash or stock, including in connection with this offering; and

    the other factors set forth under "Risk Factors."

          The forward-looking statements in this prospectus are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements.

          These forward-looking statements speak only as of the date of this prospectus. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this prospectus after we distribute this prospectus, whether as a result of any new information, future events or otherwise.

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OUR ORGANIZATIONAL STRUCTURE

          Camping World Holdings, Inc., a Delaware corporation, was formed on March 8, 2016 to serve as the issuer of the Class A common stock offered hereby. Prior to this offering, all of our business operations have been conducted through CWGS, LLC and its subsidiaries. We will consummate the Transactions in connection with this offering.

Existing Organization

          CWGS, LLC is treated as a partnership for U.S. federal income tax purposes and, as such is generally not subject to any U.S. federal entity-level income taxes, with the exception of certain subsidiaries, which are Subchapter C corporations. Rather, taxable income or loss of CWGS, LLC is included in the U.S. federal income tax returns of CWGS, LLC's members. Prior to the consummation of this offering, the Original Equity Owners were the only members of CWGS, LLC, and included CWGS Holding, LLC, an entity controlled by ML Acquisition, CVRV Acquisition LLC, an affiliate of Crestview Partners II GP, L.P., and certain other current and former employees and directors, each of whom was a Former Profit Unit Holder.

Transactions

          On September 21, 2016, we amended the credit agreement governing our Senior Secured Credit Facilities to, among other things, permit this offering, provide for incremental term loan borrowings of $135.0 million, increase the capacity for payments by the Borrower to CWGS, LLC for payment of regular quarterly distributions to its common unit holders, including us, and permit a $100.0 million special distribution of a portion of such incremental borrowings under our Senior Secured Credit Facilities from the Borrower to CWGS, LLC for a distribution to its members, which was also made on September 21, 2016. The remainder of the proceeds will be used for general corporate purposes, including the potential acquisition of dealerships. We refer to these transactions collectively as the "Recapitalization."

          We will consummate the following organizational transactions in connection with this offering:

    we will amend and restate CWGS, LLC's existing limited liability company agreement to, among other things, (i) convert all existing membership interests (including existing vested profit unit interests and all unvested profit unit interests, which will accelerate and vest in connection with this offering) in CWGS, LLC into 71,899,630 common units of CWGS, LLC, and (ii) appoint Camping World Holdings, Inc. as the sole managing member of CWGS, LLC upon its acquisition of common units in connection with this offering;

    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% 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% of the total votes eligible to be cast by all of our stockholders on all matters presented to a

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      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% 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") and (iii) for the issuance of 62,002,729 shares of Class B common stock to the Continuing Equity Owners (other than the Former Profit Unit Holders) on a one-to-one basis with the number of common units of CWGS, LLC they own and for the issuance of one share of Class C common stock to ML RV Group, in each case, for nominal consideration;

    we will issue 11,363,636 shares of our Class A common stock to the purchasers in this offering (or 13,068,181 shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock) in exchange for net proceeds of approximately $230.4 million (or approximately $265.5 million if the underwriters exercise in full their option to purchase additional shares of Class A common stock, based upon an assumed initial public offering price of $22.00 per share (which is the midpoint of the price range set forth on the cover page of this prospectus));

    we will use all of the net proceeds from this offering to purchase 11,363,636 newly-issued common units (or 13,068,181 common units if the underwriters exercise their option in full to purchase additional shares of Class A common stock) directly from CWGS, LLC at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discounts and commissions, representing 13.6% (or 15.4% if the underwriters exercise their option in full to purchase additional shares of Class A common stock) of CWGS, LLC's outstanding common units following this offering;

    CWGS, LLC intends to use the net proceeds from the sale of common units to Camping World Holdings, Inc. to repay a portion of the outstanding borrowings under the Term Loan Facility and the remainder for general corporate purposes. See "Use of Proceeds;"

    the Former Equity Owners will exchange their direct or indirect ownership interests in common units of CWGS, LLC for 7,063,716 shares of Class A common stock on a one-to-one basis; and

    Camping World Holdings, Inc. will enter into (i) a voting agreement (the "Voting Agreement") with ML Acquisition, ML RV Group, CVRV Acquisition LLC and CVRV Acquisition II LLC, (ii) a registration rights agreement (the "Registration Rights Agreement") with the Original Equity Owners and (iii) a tax receivable agreement (the "Tax Receivable Agreement") with CWGS, LLC, each of the Continuing Equity Owners and Crestview Partners II GP, L.P. For a description of the terms of the Voting Agreement, the Registration Rights Agreement and the Tax Receivable Agreement, see "Certain Relationships and Related Party Transactions."

          We collectively refer to the foregoing organizational transactions and the Recapitalization as the "Transactions."

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Organizational Structure Following this Offering:

          Immediately following the consummation of the Transactions (including this offering):

    Camping World Holdings, Inc. will be a holding company and its principal asset will be the common units it purchases or acquires from CWGS, LLC and the Former Equity Owners;

    Camping World Holdings, Inc. will be the sole managing member of CWGS, LLC and will control the business and affairs of CWGS, LLC and its subsidiaries;

    Camping World Holdings, Inc. will own 18,427,352 common units, representing a 22.1% economic interest in the business of CWGS, LLC (or 20,131,897 common units, representing a 23.7% economic interest in the business of CWGS, LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

    the Continuing Equity Owners will own 64,835,914 common units, representing a 77.9% economic interest in the business of CWGS, LLC (or 64,835,914 common units, representing a 76.3% economic interest in the business of CWGS, LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock), with each common unit held by the Continuing Equity Owners redeemable from time to time at each of their options for, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), newly-issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed, in each case in accordance with the terms of the CWGS LLC Agreement; provided that, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), we may effect a direct exchange of such Class A common stock or such cash, as applicable, for such common units. The Continuing Equity Owners may exercise such redemption right for as long as their common units remain outstanding. See "Certain Relationships and Related Party Transactions — CWGS LLC Agreement;"

    the purchasers in this offering (i) will own 11,363,636 shares of Camping World Holdings, Inc.'s Class A common stock (or 13,068,181 shares of Camping World Holdings, Inc.'s Class A common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock), representing approximately 12.3% of the combined voting power of all of Camping World Holdings, Inc.'s common stock and approximately 61.7% of the economic interest in Camping World Holdings, Inc. (or approximately 13.6% of the combined voting power and 64.9% of the economic interest if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and (ii) through Camping World Holdings, Inc.'s ownership of CWGS, LLC's common units, indirectly will hold approximately 13.6% of the economic interest in the business of CWGS, LLC and its subsidiaries (or approximately 15.4% if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

    ML Acquisition (i) will own 36,056,094 shares of Camping World Holdings, Inc.'s Class B common stock, representing 47% of the combined voting power of all of Camping World Holdings, Inc.'s common stock for as long as the ML Related Parties, directly or indirectly, beneficially own in the aggregate 27.5% or more of all of the outstanding common units of

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      CWGS, LLC and (ii) will own 36,056,094 common units, representing a 43.3% economic interest in the business of CWGS, LLC (or 36,056,094 common units, representing a 42.4% economic interest in the business of CWGS, LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

    ML RV Group will own one share of Camping World Holdings, Inc.'s Class C common stock, representing 5% of the combined voting power of all of Camping World Holdings, Inc.'s common stock for as long as there is no Class C Change of Control (for the definition of "Class C Change of Control," please see "Description of Capital Stock");

    Funds controlled by Crestview Partners II GP, L.P. will indirectly own (i) 7,063,716 shares of Camping World Holdings, Inc.'s Class A common stock owned directly by CVRV Acquisition II LLC and (ii) 25,946,635 common units of CWGS, LLC and 25,946,635 shares of Class B common stock of Camping World Holdings, Inc., with such common units and shares of Class B common stock owned directly by CVRV Acquisition LLC, which combined represents approximately 35.7% of the combined voting power of all of Camping World Holdings, Inc.'s common stock and approximately 38.3% of the economic interest in Camping World Holdings, Inc. (or approximately 34.4% of the combined voting power and 35.1% of the economic interest if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and, through Camping World Holdings, Inc.'s ownership of CWGS, LLC's common units and CVRV Acquisition LLC's direct ownership of CWGS, LLC's common units, directly or indirectly will hold approximately 39.6% of the economic interest in the business of CWGS, LLC and its subsidiaries (or approximately 38.9% if the underwriters exercise in full their option to purchase additional shares of Class A common stock); and

    the Former Profit Unit Holders will own 2,833,185 common units of CWGS, LLC, representing a 3.4% economic interest in the business of CWGS, LLC (or 2,833,185 common units, representing a 3.4% economic interest in the business of CWGS, LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

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          The diagram below depicts our organizational structure after giving effect to the Transactions, including this offering, assuming no exercise by the underwriters of their option to purchase additional shares of Class A common stock. Prior to this offering, certain funds controlled by Crestview Partners II GP, L.P. and ML Acquisition held ownership interests in CWGS, LLC and the Former Profit Unit Holders and ML Acquisition held profit units in CWGS, LLC pursuant to its equity incentive plan.

GRAPHIC


(1)
ML RV Group is wholly-owned by our Chairman and Chief Executive Officer, Marcus Lemonis.

(2)
ML Acquisition will hold its shares of Class B common stock in Camping World Holdings, Inc. and its common units in CWGS, LLC through CWGS Holding, LLC, a wholly owned subsidiary of ML Acquisition. ML Acquisition is currently indirectly owned by each of Stephen Adams and our Chairman and Chief Executive Officer, Marcus Lemonis.

(3)
Certain funds controlled by Crestview Partners II GP, L.P., as Continuing Equity Owners, will hold their common units in CWGS, LLC through CVRV Acquisition LLC, which is wholly owned by such funds. Certain other funds controlled by Crestview Partners II GP, L.P., as Former Equity Owners, will hold their Class A common stock in Camping World Holdings, Inc. through CVRV Acquisition II LLC, which is wholly owned by such funds.

(4)
CWGS Group, LLC, a direct wholly-owned subsidiary of CWGS, LLC, is the borrower under our Senior Secured Credit Facilities. FreedomRoads, LLC, an indirect wholly-owned subsidiary of CWGS, LLC, is the borrower under our Floor Plan Facility.

(5)
A portion of these common units will be held through a wholly-owned subsidiary of Camping World Holdings, lnc. as a result of the Former Equity Owners exchanging their indirect ownership interests in common units of CWGS, LLC for shares of Class A common stock on a one-to-one basis as part of the Transactions.

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          As the sole managing member of CWGS, LLC, we will operate and control all of the business and affairs of CWGS, LLC and, through CWGS, LLC and its subsidiaries, conduct the business. Following the Transactions and the consummation of this offering, we will record a significant non-controlling interest in our consolidated subsidiary, CWGS, LLC, relating to the ownership interest of the Continuing Equity Owners. Accordingly, although Camping World Holdings, Inc. will have a minority economic interest in CWGS, LLC, it will control the management of CWGS, LLC as the sole managing member. As a result, Camping World Holdings, Inc. will consolidate CWGS, LLC and record a non-controlling interest in consolidated entity for the economic interest in CWGS, LLC held by the Continuing Equity Owners.

Incorporation of Camping World Holdings, Inc.

          Camping World Holdings, Inc. the issuer of the Class A common stock offered hereby, was incorporated as a Delaware corporation on March 8, 2016. On June 8, 2016, we effected a name change from CWGS, Inc. to Camping World Holdings, Inc. Camping World Holdings, Inc. has not engaged in any material business or other activities except in connection with its formation. The certificate of Camping World Holdings, Inc. authorizes three classes of common stock, Class A common stock, Class B common stock and Class C common stock, each having the terms described in "Description of Capital Stock."

Reclassification and Amendment and Restatement of the CWGS LLC Agreement

          Prior to or substantially concurrently with the consummation of this offering, the limited liability company agreement of CWGS, LLC will be amended and restated to, among other things, modify its capital structure by creating a single new class of units that we refer to as "common units" and providing for a right of redemption of common units in exchange for our Class A common stock. See "Certain Relationships and Related Party Transactions — CWGS LLC Agreement."

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USE OF PROCEEDS

          We estimate, based upon an assumed initial public offering price of $22.00 per share (which is the midpoint of the price range set forth on the cover page of this prospectus), we will receive net proceeds from this offering of approximately $230.4 million (or $265.5 million if the underwriters exercise their option in full to purchase additional shares of Class A common stock), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

          We intend to use the net proceeds from this offering (including any net proceeds from any exercise of the underwriters' option to purchase additional shares of Class A common stock) to purchase 11,363,636 common units (or 13,068,181 common units if the underwriters exercise their option in full to purchase additional shares of Class A common stock) directly from CWGS, LLC at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discounts and commissions.

          CWGS, LLC intends to use the $230.4 million in net proceeds it receives from the sale of common units to Camping World Holdings, Inc. (together with any additional proceeds it may receive if the underwriters exercise their option to purchase additional shares of Class A common stock) as follows:

    approximately $200.4 million to repay a portion of the outstanding borrowings under our Term Loan Facility, including $100.0 million of borrowings used to pay a distribution to its members as part of the Recapitalization (the Term Loan Facility is scheduled to mature on February 20, 2020 and had an interest rate of 5.75% as of June 30, 2016); and

    the remainder for general corporate purposes.

          Pending use of the net proceeds from this offering described above, we may invest the net proceeds in short- and intermediate-term interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the United States government.

          Assuming no exercise of the underwriters' option to purchase additional shares, each $1.00 increase or decrease in the assumed initial public offering price of $22.00 per share (which is the midpoint of the price range set forth on the cover page of this prospectus) would increase or decrease the net proceeds to us from this offering by approximately $10.6 million, assuming the number of shares offered, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

          Each 1,000,000 share increase or decrease in the number of shares offered in this offering would increase or decrease the net proceeds to us from this offering by approximately $20.6 million, assuming that the price per share for the offering remains at $22.00 (which is the midpoint of the price range set forth on the cover page of this prospectus), and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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CAPITALIZATION

          The following table sets forth the cash and cash equivalents and capitalization as of June 30, 2016, as follows:

    of CWGS, LLC and its subsidiaries on an actual basis;

    of CWGS, LLC and its subsidiaries on a pro forma basis to give effect to the Recapitalization and the payment of certain special distributions to the members of CWGS, LLC subsequent to June 30, 2016; and

    of Camping World Holdings, Inc. and its subsidiaries on a pro forma basis to give effect to (1) the Transactions, (2) our sale of 11,363,636 shares of Class A common stock in this offering at an assumed initial public offering price of $22.00 per share (which is the midpoint of the range set forth on the cover page of this prospectus), after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, and the application of the net proceeds therefrom as described under "Use of Proceeds" and (3) the other related transactions as described in "Unaudited Pro Forma Consolidated Financial Information."

          For more information, please see the "Our Organizational Structure," "Use of Proceeds" and "Unaudited Pro Forma Consolidated Financial Information" elsewhere in this prospectus. You should read this information in conjunction with our consolidated financial statements and the related notes appearing elsewhere in this prospectus and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section and other financial information contained in this prospectus.

    As of June 30, 2016
 

    Historical
CWGS, LLC
    Pro Forma
CWGS, LLC(4)
    Pro Forma
Camping World
Holdings, Inc.(5)
 

    (in thousands, except share
and per share data)
 

Cash and cash equivalents

  $ 39,066   $ 63,137   $ 93,143  

Indebtedness:

                   

Revolving Credit Facility(1)

  $   $     $    

Term Loan Facility(1)(2)

    695,442     827,082     630,836  

Total indebtedness

  $ 695,442     827,082     630,836  

Total equity:

                   

Members' equity (deficit)

    (285,017 )   (392,586 )    

Class A common stock, par value $0.01 per share; no shares authorized, issued and outstanding, actual; 250,000,000 shares authorized, 18,427,352 issued and outstanding, pro forma

            185  

Class B common stock, par value $0.0001 per share; no shares authorized, issued and outstanding, actual; 75,000,000 shares authorized, 62,002,729 issued and outstanding, pro forma

            6  

Class C common stock, par value $0.0001 per share; no shares authorized, issued and outstanding, actual;             one share authorized, one issued and outstanding, pro forma

               

Preferred stock; par value $0.0001 per share; no shares authorized, issued and outstanding, actual; 20,000,000 shares authorized, no shares issued and outstanding, pro forma

                   

Additional paid-in capital

            230,042  

Accumulated deficit

            (265,486 )

Total members'/stockholders' equity (deficit)

  $ (285,017 )   (392,586 )   (35,253 )

Non-controlling interest(3)

              (132,215 )

Total capitalization

  $ 410,425   $ 434,496   $ 463,368  

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(1)
For a discussion of our Senior Secured Credit Facilities, see "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources." See also our audited consolidated financial statements included elsewhere in this prospectus, which include all liabilities, including our Floor Plan Facility.

(2)
Net of $4.3 million of unamortized original issue discount and $9.8 million of finance costs.

(3)
On a pro forma basis, includes the membership interests not owned by us, which represents 77.9% of CWGS, LLC's outstanding common units. The Continuing Equity Owners will hold the 77.9% non-controlling interest in CWGS, LLC. Camping World Holdings, Inc. will hold 22.1% of the economic interests in CWGS, LLC and the Continuing Equity Owners will hold 77.9% of the economic interests in CWGS, LLC.

(4)
The pro forma data in this column gives effect to (i) the $135.0 million of incremental borrowings under our Senior Secured Credit Facilities and the use of a portion of the proceeds thereunder to pay a $100.0 million distribution to the members of CWGS, LLC on September 21, 2016, (ii) the $5.8 million special distribution paid on July 5, 2016 and (iii) the $1.8 million special distribution paid on September 7, 2016, in each case as if such debt was incurred and such distributions were declared and paid on June 30, 2016, as applicable. See Notes 2 and 11 to the unaudited pro forma consolidated balance sheet as of June 30, 2016, in "Unaudited Pro Forma Consolidated Financial Information."

(5)
Each $1.00 increase or decrease in the assumed initial public offering price of $22.00 per share (which is the midpoint of the price range set forth on the cover page of this prospectus) would increase or decrease each of cash and cash equivalents, additional paid-in capital, total stockholders' equity and total capitalization on a pro forma basis by approximately $10.6 million, assuming the number of shares offered, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.


Each 1,000,000 share increase or decrease in the number of shares offered in this offering would increase or decrease the net proceeds to us from this offering by approximately $20.6 million, assuming that the price per share for the offering remains at $22.00 (which is the midpoint of the price range set forth on the cover page of this prospectus), and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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DIVIDEND POLICY

          After completion of this offering, CWGS, LLC intends to make a regular quarterly cash distribution to its common unit holders of approximately $0.0605 per common unit, and we intend to use all of the proceeds from such distribution on our common units to pay a regular quarterly cash dividend of approximately $0.0605 per share on our Class A common stock, subject to our discretion as the sole managing member of CWGS, LLC and the discretion of our board of directors. Holders of our Class B common stock and Class C common stock are not entitled to participate in any dividends declared by our board of directors. We expect our first regular quarterly cash dividend will be for the quarter ending March 31, 2017. Assuming we give pro forma effect to all of the Transactions described in "Our Organizational Structure," the sale of 11,363,636 shares of our Class A common stock in this offering (or 13,068,181 shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and the application of the net proceeds by us and CWGS, LLC from this offering and the other transactions described in "Unaudited Pro Forma Consolidated Financial Information," as if all such transactions had been completed as of January 1, 2015, a $0.0605 per common unit quarterly cash dividend would have resulted in cash distributions to the common unit holders of CWGS, LLC of $10.1 million and $20.1 million in the six months ended June 30, 2016 and the year ended December 31, 2015, respectively (or $10.3 million and $20.6 million if the underwriters exercised in full their option to purchase additional shares of Class A common stock). CWGS, LLC shall make cash distributions in accordance with the CWGS LLC Agreement in an amount sufficient for us to pay any expenses incurred by us in connection with the regular quarterly cash dividend, along with any of our other operating expenses and other obligations. See "Certain Relationships and Related Party Transactions — CWGS LLC Agreement — Agreement in Effect Upon Consummation of this Offering — Distributions." We believe that our cash and cash equivalents and cash provided by operating activities will be sufficient for CWGS, LLC to make this regular quarterly cash distribution for at least the next twelve months.

          In addition, after the completion of this offering, the CWGS LLC Agreement will require tax distributions to be made by CWGS, LLC to its members, including us. In general, tax distributions will be made on a quarterly basis, to each member of CWGS, LLC, including us, based on such member's allocable share of the taxable income of CWGS, LLC (which, in our case, will be determined without regard to any Basis Adjustments described under "Certain Relationships and Related Party Transactions — Tax Receivable Agreement") and an assumed tax rate based on the highest combined federal, state, and local tax rate that may potentially apply to any one of CWGS, LLC's members (currently 52.62%), regardless of the actual final tax liability of any such member. See "Certain Relationships and Related Party Transactions — CWGS LLC Agreement" for additional information regarding these tax distributions. Based on the current applicable effective tax rates, we expect that (i) the assumed tax rate that will be used for purposes of determining tax distributions from CWGS, LLC will exceed our actual combined federal, state and local tax rate (assuming no changes in corporate tax rates) and (ii) the annual amount of tax distributions paid to us will exceed the sum of (A) our actual annual tax liability and (B) the annual amount payable by us under the Tax Receivable Agreement (assuming no early termination of the Tax Receivable Agreement) (such excess in clauses (A) and (B), collectively referred to herein as the "Excess Tax Distribution"). We currently intend to pay a special cash dividend of all or a portion of the Excess Tax Distribution to the holders of our Class A common stock from time to time subject to the discretion of our board of directors. For the year ended December 31, 2015, after giving effect to the Transactions, including this offering and the application of the proceeds from this offering as described in "Use of Proceeds," we would have received total tax distributions of $20.2 million based on a 52.62% assumed tax rate and the amount of the Excess Tax Distribution would have been $5.4 million (which, for this purpose, is determined without regard to any Basis Adjustments

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and without regard to our payment obligations under the Tax Receivable Agreement, which may impact the amount of the Excess Tax Distribution).

          Our ability to pay cash dividends on our Class A common stock depends on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements and in any preferred stock, restrictions under applicable law, the extent to which such distributions would render CWGS, LLC insolvent, our business prospects and other factors that our board of directors may deem relevant. Additionally, our ability to distribute any Excess Tax Distribution will also be subject to no early termination or amendment of the Tax Receivable Agreement, as well as the amount of tax distributions actually paid to us and our actual tax liability. Furthermore, because we are a holding company, our ability to pay cash dividends on our Class A common stock depends on our receipt of cash distributions from CWGS, LLC and, through CWGS, LLC, cash distributions and dividends from its operating subsidiaries, which may further restrict our ability to pay dividends as a result of the laws of their jurisdiction of organization, agreements of our subsidiaries or covenants under any existing and future outstanding indebtedness we or our subsidiaries incur. In particular, our ability to pay any cash dividends on our Class A common stock is limited by restrictions on the ability of CWGS, LLC and our other subsidiaries and us to pay dividends or make distributions to us under the terms of our Senior Secured Credit Facilities and Floor Plan Facility. We do not currently believe that the restrictions contained in our existing indebtedness will impair the ability of CWGS, LLC to make the distributions or pay the dividends as described above. See "Description of Certain Indebtedness" for a description of the restrictions on our ability to pay dividends. Our dividend policy has certain risks and limitations, particularly with respect to liquidity, and we may not pay dividends according to our policy, or at all. See "Description of Capital Stock," "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources" and "Risk Factors — Risks Relating to This Offering and Ownership of Our Class A Common Stock — Our ability to pay regular and special dividends on our Class A common stock is subject to the discretion of our board of directors and may be limited by our structure and statutory restrictions and restrictions imposed by our Senior Secured Credit Facilities and our Floor Plan Facility as well as any future agreements."

          CWGS, LLC paid cash tax distributions to its members during the six months ended June 30, 2016 and 2015 aggregating $52.8 million and $39.7 million, respectively, and during the years ended December 31, 2015, 2014 and 2013 aggregating $83.1 million, $58.0 million and $26.3 million, respectively. Subsequent to June 30, 2016, CWGS, LLC paid aggregate cash tax distributions to its members of $27.0 million. CWGS, LLC also made quarterly preferred return payments to one of its members during the six months ended June 30, 2016 and 2015 of $4.2 million and $4.2 million, respectively and during the years ended December 31, 2015 and 2014 aggregating $8.4 million and $2.1 million, respectively. Additionally, CWGS, LLC paid four special cash distributions to its members during the year ended December 31, 2015 of $92.4 million, $15.0 million, $15.0 million and $15.0 million. CWGS, LLC paid special cash distributions to its members during the six months ended June 30, 2016 and 2015 of $3.6 million and $107.4 million, respectively. On July 5, 2016, CWGS, LLC paid a special cash distribution to its members of $5.8 million. Additionally, on September 7, 2016, CWGS, LLC paid a special cash distribution to its members of $1.8 million, of which $1.6 million related to a distribution of the remaining proceeds from the assignment of its equity interest in AutoMatch USA, LLC, an indirect wholly-owned subsidiary of CWGS, LLC, to CWGS Holding, LLC and CVRV Acquisition LLC, each a member of CWGS, LLC, as further described under "Certain Relationships and Related Party Transactions—Other Transactions." Moreover, on September 21, 2016, CWGS, LLC paid a special cash distribution to its members of $100.0 million in connection with the Recapitalization. See "Our Organizational Structure."

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DILUTION

          The Continuing Equity Owners will own common units in CWGS, LLC after the Transactions. Because the Continuing Equity Owners, other than Crestview Partners II GP, L.P. (as beneficial owner of the Class A common stock owned by CVRV Acquisition II LLC), do not own any Class A common stock or have any right to receive distributions from Camping World Holdings, Inc., we have presented dilution in pro forma net tangible book value (deficit) per share both before and after this offering assuming that all of the holders of common units (other than Camping World Holdings, Inc., but including Crestview Partners II GP, L.P.) had their common units redeemed or exchanged for newly-issued shares of Class A common stock on a one-for-one basis (rather than for cash) and the cancellation for no consideration of all of their shares of Class B common stock (which are not entitled to receive distributions or dividends, whether cash or stock from Camping World Holdings, Inc.) in order to more meaningfully present the dilutive impact on the investors in this offering. We refer to the assumed redemption or exchange of all common units for shares of Class A common stock as described in the previous sentence as the "Assumed Redemption."

          As described in greater detail under "Certain Relationships and Related Party Transactions—Tax Receivable Agreement," in connection with the closing of this offering, we will enter into the Tax Receivable Agreement with CWGS, LLC, each of the Continuing Equity Owners and Crestview Partners II GP, L.P. that will provide for the payment by Camping World Holdings, Inc. to such persons of 85% of the amount of tax benefits, if any, that Camping World Holdings, Inc. actually realizes (or in some circumstances is deemed to realize) as a result of (i) increases in tax basis resulting from the purchase of common units from Crestview Partners II GP, L.P. in exchange for Class A common stock in connection with the consummation of this offering and any future redemptions that are funded by Camping World Holdings, Inc. or exchanges of common units, and (ii) certain other tax benefits attributable to payments made under the Tax Receivable Agreement. After giving effect to the Assumed Redemption, we would recognize a deferred tax asset of approximately $938 million and a liability of approximately $798 million, representing 85% of the tax benefits due to the Continuing Equity Owners, assuming (i) all exchanges occurred on the same day; (ii) a price of $22.00 per share (the midpoint of the price range set forth on the cover page of this prospectus); (iii) a constant corporate tax rate of 38.5%; (iv) we will have sufficient taxable income to fully utilize the tax benefits; and (v) no material changes in tax law. We have presented dilution in pro forma net tangible book value (deficit) per share both before and after this offering after giving effect to these estimates. These amounts are estimates and have been prepared for informational purposes only. The actual amount of deferred tax assets and related liabilities that we will recognize will differ based on, among other things, the timing of the exchanges, the price of our shares of Class A common stock at the time of the exchange, and the tax rates then in effect.

          Dilution is the amount by which the offering price paid by the purchasers of the Class A common stock in this offering exceeds the pro forma net tangible book value (deficit) per share of Class A common stock after the offering. CWGS, LLC's pro forma net tangible book value (deficit) as of June 30, 2016 prior to this offering and after the Assumed Redemption was $(5.58). Pro forma net tangible book value (deficit) per share prior to this offering is determined by subtracting our total liabilities from the total book value of our tangible assets and dividing the difference by the number of shares of Class A common stock deemed to be outstanding after giving effect to the Assumed Redemption.

          If you invest in our Class A common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share and the pro forma net tangible book value per share of our Class A common stock after this offering.

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          Pro forma net tangible book value per share after this offering is determined by subtracting our total liabilities from the total book value of our tangible assets and dividing the difference by the number of shares of Class A common stock deemed to be outstanding, after giving effect to the Transactions, including this offering and the application of the proceeds from this offering as described in "Use of Proceeds," and the Assumed Redemption. Our pro forma net tangible book value (deficit) as of June 30, 2016 after this offering would have been approximately $(178,304), or $(2.14) per share of Class A common stock. This amount represents an immediate increase in pro forma net tangible book value of $3.44 per share to our existing stockholders and an immediate dilution in pro forma net tangible book value of approximately $24.14 per share to new investors purchasing shares of Class A common stock in this offering. We determine dilution by subtracting the pro forma net tangible book value (deficit) per share after this offering from the amount of cash that a new investor paid for a share of Class A common stock. The following table illustrates this dilution:

Assumed initial public offering price per share

        $ 22.00  

Pro forma net tangible book value (deficit) per share as of June 30, 2016 before this offering(1)

  $ (5.58 )      

Increase per share attributable to investors in this offering

    3.44        

Pro forma net tangible book value (deficit) per share after this offering(2)

          (2.14 )

Dilution per share to new Class A common stock investors

        $ 24.14  

(1)
The computation of pro forma net tangible book value (deficit) per share as of June 30, 2016 before this offering is set forth below:

(in thousands except for share data)
   
 

Numerator

       

Book value of tangible assets

  $ 2,220,685  

Less: total liabilities

    (2,621,783 )

Pro forma net tangible book value (deficit)(a)

  $ (401,098 )

Denominator

       

Shares of Class A common stock to be outstanding immediately prior to this offering, the Assumed Redemption and vested restricted stock units(b)

    71,900  

Total

    71,900  

Pro forma net tangible book value (deficit) per share

  $ (5.58 )

(a)
Gives pro forma effect to the Transactions (other than this offering) and the Assumed Redemption.
(b)
Reflects 71,899,630 outstanding shares of Class A common stock, consisting of (i) 7,063,716 outstanding shares of Class A common stock issued in exchange for the Former Equity Owners' indirect ownership interest in common units of CWGS, LLC on a one-to-one basis, (ii) 64,835,914 outstanding shares of Class A common stock issuable upon the exchange of common units to be held by the Continuing Equity Owners prior to this offering.

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(2)
The computation of pro forma net tangible book value (deficit) per share as of June 30, 2016 after giving effect to this offering is set forth below:

Numerator

       

Book value of tangible assets

  $ 2,247,233  

Less: total liabilities

    (2,425,537 )

Pro forma net tangible book value (deficit)(a)

  $ (178,304 )

Denominator

       

Shares of Class A common stock to be outstanding immediately after this offering and the Assumed Redemption(b)

    83,263  

Total

    83,263  

Pro forma net tangible book value (deficit) per share

  $ (2.14 )

(a)
Gives pro forma effect to the Transactions (including this offering) and the Assumed Redemption. Pro forma net tangible book value (deficit) reflects a net increase from stockholders' equity of $222.8 million as a result of the issuance of our Class A common stock.

(b)
Reflects 83,263,266 outstanding shares of Class A common stock, consisting of (i) 11,363,636 shares of Class A common stock to be issued in this offering, and (ii) the 71,899,630 shares described in note (1)(b) above. Does not reflect stock options and restricted stock units covering a total of 1,373,710 shares of our Class A common stock to be granted to certain of our directors and certain of our employees in connection with this offering as described under the captions "Executive Compensation — Compensation of our Directors" and "Executive Compensation — Equity Compensation Plan Information — Compensation Programs To Be Adopted in Connection With This Offering — 2016 Incentive Award Plan."

          A $1.00 increase (decrease) in the assumed initial public offering price of $22.00 per share, which is the midpoint of the price range listed on the cover page of this prospectus, would increase (decrease) the pro forma net tangible book value per share after this offering by approximately $0.13, and dilution in pro forma net tangible book value (deficit) per share to new investors by approximately $0.87, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

          If the underwriters exercise in full their option to purchase additional shares of Class A common stock, the pro forma net tangible book (deficit) after the offering would be $(1.66) per share, the increase in pro forma net tangible book value (deficit) per share to existing stockholders would be $3.92 per share and the dilution in pro forma net tangible book value (deficit) to new investors would be $23.66 per share, in each case assuming an initial public offering price of $22.00 per share, which is the midpoint of the price range listed on the cover page of this prospectus.

          The following table summarizes, as of June 30, 2016 after giving effect to the Transactions (including this offering) and the Assumed Redemption, the number of shares of Class A common stock purchased from us, the total consideration paid, or to be paid, to us and the average price per share paid, or to be paid, by existing owners and by the new investors. The calculation below is based on an assumed initial public offering price of $22.00 per share, which is the midpoint of

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the price range listed on the cover page of this prospectus, before deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

    Shares
purchased
    Total
consideration
    Average
price
 

    Number     Percent     Amount     Percent     per share
 

Original Equity Owners

    71,899,630     86.4 %            

New investors

    11,363,636     13.6   $ 249,999,992     100 % $ 22.00  

Total

    83,263,266     100 % $ 249,999,992     100 % $ 3.00  

          Each $1.00 increase (decrease) in the assumed initial public offering price of $22.00 per share would increase (decrease) the total consideration paid by new investors and the total consideration paid by all stockholders by $10.6 million, assuming the number of shares offered by us remains the same and after deducting estimated underwriting discounts and commissions but before estimated offering expenses.

          Except as otherwise indicated, the discussion and the tables above assume no exercise of the underwriters' option to purchase additional shares of Class A common stock. In addition, the discussion and tables above exclude shares of Class B common stock and the share of Class C common stock, because holders of Class B common stock and Class C common stock are not entitled to distributions or dividends, whether cash or stock, from Camping World Holdings, Inc. The number of shares of our Class A common stock outstanding after this offering as shown in the tables above is based on the number of shares outstanding as of June 30, 2016, after giving effect to the Transactions and the Assumed Redemption, and excludes 14,693,518 shares of Class A common stock reserved for issuance under our 2016 Plan (as described in "Executive Compensation — Equity Compensation Plan Information — Compensation Programs To Be Adopted In Connection With This Offering — 2016 Incentive Award Plan"), including shares of Class A common stock issuable pursuant to 1,210,565 stock options and 163,145 restricted stock units granted on the date of this prospectus to our directors and certain employees, including the named executive officers, in connection with this offering as described in "Executive Compensation — Compensation of our Directors" and "Executive Compensation — Equity Compensation Plan Information — Compensation Programs To Be Adopted In Connection With This Offering — 2016 Incentive Award Plan."

          To the extent any of these outstanding options are exercised, there will be further dilution to new investors. To the extent all of such outstanding options had been exercised as of June 30, 2016 the pro forma net tangible book value (deficit) per share after this offering would be $(1.69), and total dilution per share to new investors would be $23.69.

          If the underwriters exercise in full their option to purchase additional shares of Class A common stock:

    the percentage of shares of Class A common stock held by the Original Equity Owners will decrease to approximately 84.6% of the total number of shares of our Class A common stock outstanding after this offering; and

    the number of shares held by new investors will increase to 13,068,181, or approximately 15.4% of the total number of shares of our Class A common stock outstanding after this offering.

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SELECTED HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL AND OTHER DATA

          The following table presents the selected historical consolidated financial data for CWGS, LLC and its subsidiaries. CWGS, LLC is the predecessor of the issuer, Camping World Holdings, Inc., for financial reporting purposes. The selected consolidated statements of income and statements of cash flows data for each of the years in the three-year period ended December 31, 2015 and the selected consolidated balance sheets data as of December 31, 2015 and 2014 are derived from the audited consolidated financial statements of CWGS, LLC and its subsidiaries contained herein. The selected consolidated statements of income and statements of cash flows data for each of the years ended December 31, 2012 and 2011 and the selected consolidated balance sheets data as of December 31, 2013, 2012 and 2011 have been derived from the unaudited consolidated financial statements of CWGS, LLC and its subsidiaries, not included in this prospectus. The selected consolidated statements of income and statements of cash flows data for the six months ended June 30, 2016 and 2015 and the selected consolidated balance sheets data as of June 30, 2016 are derived from the unaudited consolidated financial statements of CWGS Enterprises, LLC and its subsidiaries contained herein. We have prepared the unaudited consolidated financial information set forth below on the same basis as our audited consolidated financial statements and have included all adjustments, consisting of only normal recurring adjustments, that we consider necessary for a fair presentation of our financial position and operating results for such periods.

          The results for any interim period are not necessarily indicative of the results that may be expected for a full year. Additionally, our historical results are not necessarily indicative of future results. The information set forth below should be read together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and the accompanying notes appearing elsewhere in this prospectus.

          The selected unaudited pro forma consolidated financial data of Camping World Holdings, Inc. presented below have been derived from our unaudited pro forma consolidated financial statements included elsewhere in this prospectus. The selected unaudited pro forma financial data for the fiscal year ended December 31, 2015 and as of and for the six months ended June 30, 2016 give effect to the Recapitalization, the payment of certain special distributions to the members of CWGS, LLC subsequent to June 30, 2016, the other Transactions, as described in "Our Organizational Structure," including the consummation of this offering, the use of proceeds therefrom and related transactions, as described in "Use of Proceeds," as if all such transactions had occurred on January 1, 2015, in the case of the selected unaudited pro forma consolidated statements of income data, and as of June 30, 2016, in the case of the selected unaudited pro forma consolidated balance sheets data. The unaudited pro forma financial information includes various estimates which are subject to material change and may not be indicative of what our operations or financial position would have been had this offering and related transactions taken place on the dates indicated, or that may be expected to occur in the future. See "Unaudited Pro Forma Consolidated Financial Information" for a complete description of the adjustments and assumptions underlying the summary unaudited pro forma consolidated financial data.

          The selected historical financial data of Camping World Holdings, Inc. have not been presented as Camping World Holdings, Inc. is a newly incorporated entity, has had no business transactions or activities to date and had no assets or liabilities during the periods presented in this section.

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    Pro Forma Camping World
Holdings, Inc.
    Historical CWGS, LLC
 

    Six Months
Ended
    Fiscal Year Ended     Six Months Ended,     Fiscal Year Ended
 

    June 30,
2016
    December 31,
2015
    June 30,
2016
    June 30,
2015
    December 31,
2015
    December 31,
2014
    December 31,
2013
    December 31,
2012
    December 31,
2011
 

    (unaudited)     (unaudited)                                

    (in thousands, except margins and selected other operating data)  

Consolidated Statements of Income Data:

                                                       

Revenue:

                                                       

Consumer Services and Plans

  $ 90,426   $ 174,600   $ 90,426   $ 86,845   $ 174,600   $ 162,598   $ 166,231   $ 166,173   $ 175,509  

Retail

                                                       

New vehicles

    988,232     1,607,790     988,232     846,658     1,607,790     1,176,838     1,030,687     731,168     540,780  

Used vehicles

    396,174     806,759     396,174     408,120     806,759     680,786     569,681     472,705     404,806  

Parts, services and other

    298,883     553,834     298,883     273,627     553,834     518,905     483,705     436,260     369,291  

Finance and insurance, net                

    120,392     190,278     120,392     99,637     190,278     134,826     106,291     72,838     48,123