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Organization
9 Months Ended
Sep. 30, 2016
Organization  
Organization

Note 1: Organization

 

CWGS, Inc. was formed 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. (“CWH”). CWH was formed for the purpose of completing an initial public offering and related transactions in order to carry on the business of CWGS Enterprises, LLC (“CWGS, LLC”).

 

As described in more detail in Note 4: Subsequent Events, on October 13, 2016, we completed our initial public offering (“IPO”) of 11,363,636 shares of our Class A common stock at a public offering price of $22.00 per share, receiving $233.4 million in proceeds, net of underwriting discounts and commissions, which were used to purchase 11,363,636 newly-issued common units of CWGS, LLC from CWGS, LLC at a price per unit equal to the initial public offering price per share of Class A common stock sold in the IPO less underwriting discounts and commissions. In addition, on November 4, 2016, the underwriters exercised their option, in part, to purchase an additional 508,564 shares of Class A common stock. On November 9, 2016, we closed on the purchase of the additional 508,564 shares of Class A common stock and received $10.4 million in additional proceeds, net of underwriting discounts and commissions, which we used to purchase 508,564 newly-issued common units from CWGS, LLC at a price per unit equal to the initial public offering price per share of Class A common stock in the IPO less underwriting discounts and commissions.

 

Subsequent to the IPO and related reorganization transactions, we became a holding company and our principal asset is the common units of CWGS, LLC that we own. As the sole managing member of CWGS, LLC, we have the sole voting interest in, and operate and control all of the business and affairs of, CWGS, LLC, and through its subsidiaries, conduct our business. As a result, beginning in the fourth quarter of 2016, we will consolidate the financial results of CWGS, LLC and will report a non-controlling interest representing the CWGS, LLC interests held by the “Continuing Equity Owners,” whom we define as collectively, ML Acquisition Company, a Delaware limited liability company, indirectly owned by each of Stephen Adams and our Chairman and Chief Executive Officer, Marcus Lemonis ("ML Acquisition”), funds controlled by Crestview Partners II GP, L.P. and, collectively, 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 held profit units in CWGS, LLC pursuant to CWGS, LLC’s equity incentive plan that was in existence prior to our IPO and who received common units of CWGS, LLC in exchange for their profit units in connection with the Transactions (as defined herein) (collectively, the “Former Profit Unit Holders”) and each of their permitted transferees that own common units in CWGS, LLC and who may 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.