XML 33 R16.htm IDEA: XBRL DOCUMENT v3.22.0.1
Long-Term Debt
12 Months Ended
Dec. 31, 2021
Long-Term Debt.  
Long-Term Debt

9. Long-Term Debt

The following reflects outstanding long-term debt as of December 31, 2021 and 2020 (in thousands):

December 31, 

December 31, 

    

2021

    

2020

Term Loan Facility (1)(2)

$

1,367,277

$

1,130,356

Real Estate Facilities (3)

22,896

4,493

Other Long-Term Debt

3,400

Subtotal

1,393,573

1,134,849

Less: current portion

(15,822)

(12,174)

Total

$

1,377,751

$

1,122,675

(1)Amounts as of December 31, 2021 relate to the New Term Loan Facility and amounts as of December 31, 2020 relate to the Previous Term Loan Facility, as defined below.
(2)Net of $16.8 million and $3.2 million of original issue discount at December 31, 2021 and 2020, respectively, and $6.9 million and $7.9 million of finance costs at December 31, 2021 and 2020, respectively.
(3)Net of $0.2 million of finance costs at December 31, 2021. Finance costs at December 31, 2020 were not significant.

The aggregate future maturities of long-term debt at December 31, 2021, were as follows (in thousands):

Long-term debt instruments

    

 

2022

    

$

15,822

2023

19,374

2024

15,100

2025

15,105

2026

31,199

Thereafter

1,320,916

Total

1,417,516

Senior Secured Credit Facilities

As of December 31, 2021 and 2020, CWGS Group, LLC (the “Borrower”), a wholly-owned subsidiary of CWGS, LLC, was party to separate credit agreements (the “New Credit Agreement” as of December 31, 2021 and, as amended from time to time, the “Previous Credit Agreement” as of December 31, 2020) for senior secured credit facilities (the “New Senior Secured Credit Facilities” as of December 31, 2021, the “Previous Senior Secured Credit Facilities” as of December 31, 2020, and collectively the “Senior Secured Credit Facilities”). The New Senior Secured Credit Facilities consist of a $1.400 billion term loan facility (the “New Term Loan Facility”) and a $65.0 million revolving credit facility (the “New Revolving Credit Facility”). The

Previous Senior Secured Credit Facilities consisted of a $1.195 billion term loan facility (the “Previous Term Loan Facility”) and a $35.0 million revolving credit facility (the “Previous Revolving Credit Facility”). In June 2021, concurrently with the closing of the New Credit Agreement, the Company replaced the Previous Senior Secured Credit Facilities with the full amount available under the New Term Loan Facility and paying an additional $61.4 million from cash on hand, resulting in an overall reduction of outstanding principal of $38.6 million. For this New Credit Agreement, approximately 85% of the principal balance of the Previous Term Loan Facility was considered a debt modification when replaced with the New Term Loan Facility and, as such, this modified portion was not considered a financing cash outflow or inflow. During the year ended December 31, 2021, loss and expense on debt restructure of $13.5 million was comprised of $0.4 million in extinguishment of the original issue discount, $1.0 million in extinguishment of capitalized finance costs related to the Previous Term Loan Facility, and $12.1 million in legal and other expenses related to the New Term Loan Facility. In December 2021, the Borrower entered into an amendment to the New Credit Agreement to borrow an additional $300.0 million on the New Term Loan Facility.

The funds available under the New Revolving Credit Facility may be utilized for borrowings or letters of credit; however, a maximum of $25.0 million may be allocated to such letters of credit compared to a maximum of $15.0 million that may have been allocated to such letters of credit under the Previous Revolving Credit Facility. The New Revolving Credit Facility matures in June 2026, and the New Term Loan Facility matures in June 2028. The New Term Loan Facility required mandatory principal payments in equal quarterly installments of $2.8 million commencing in June 2021, and, as a result of the additional $300.0 million of borrowings in December 2021, was revised to equal mandatory quarterly installments of $3.5 million. The mandatory equal quarterly installments under the Previous Term Loan Facility were $3.0 million. Additionally, the Company is required to prepay the term loan borrowings in an aggregate amount up to 50% of excess cash flow, as defined in the New Credit Agreement, for such fiscal year depending on the Total Net Leverage Ratio (as defined in the New Credit Agreement) beginning with the year ended December 31, 2022. The Company is not subject to an additional excess cash flow payment relating to 2021 under the New Term Loan Facility and was not required to make an additional excess cash flow payment relating to 2020 under the Previous Term Loan Facility. In June 2020, the Borrower made a $9.6 million voluntary principal payment on the Previous Term Loan Facility.

Under the New Senior Secured Credit Facilities, the Company has the ability to increase the amount of term loans or revolving loans in an aggregate amount not to exceed the greater of (a) a “fixed” amount set at $725.0 million and (b) 100% of consolidated EBITDA for the most recent four consecutive fiscal quarters on a pro forma basis (as defined in the New Credit Agreement). The lenders under the New Senior Secured Credit Facilities are not under any obligation to provide commitments in respect of any such increase.

As of December 31, 2021, the average interest rate on the New Term Loan Facility was 3.25%. The following table details the outstanding amounts and available borrowings under the Senior Secured Credit Facilities as of (in thousands):

December 31, 

December 31, 

    

2021(1)

    

2020(2)

Senior Secured Credit Facilities:

Term Loan Facility:

Principal amount of borrowings

$

1,400,000

$

1,195,000

Less: cumulative principal payments

(9,004)

(53,459)

Less: unamortized original issue discount

(16,826)

(3,241)

Less: unamortized finance costs

(6,893)

(7,944)

1,367,277

1,130,356

Less: current portion

(14,015)

(11,891)

Long-term debt, net of current portion

$

1,353,262

$

1,118,465

Revolving Credit Facility:

Total commitment

$

65,000

$

35,000

Less: outstanding letters of credit

(4,930)

(5,930)

Additional borrowing capacity

$

60,070

$

29,070

(1)Amounts relate to the New Senior Secured Credit Facilities.
(2)Amounts relate to the Previous Senior Secured Credit Facilities.

The New Senior Secured Credit Facilities are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by each of the Company’s existing and future domestic restricted subsidiaries with the exception of FreedomRoads Intermediate Holdco, LLC, the direct parent of FR, and FR, and its subsidiaries. The New Credit Agreement contains certain restrictive covenants pertaining to, but not limited to, mergers, changes in the nature of the business, acquisitions, additional indebtedness, sales of assets, investments, and the prepayment of dividends subject to certain limitations and minimum operating covenants. Additionally, management has determined that the New Senior Secured Credit Facilities include subjective acceleration clauses, which could impact debt classification. Management has determined that no events have occurred at December 31, 2021 that would trigger a subjective acceleration clause.

The New Credit Agreement requires the Borrower and its subsidiaries to comply on a quarterly basis with a maximum Total Net Leverage Ratio, which covenant is in effect only if, as of the end of each calendar quarter, the aggregate amount of borrowings under the revolving credit facility (including swingline loans), letters of credit and unreimbursed letter of credit disbursements outstanding at such time is greater than 35% of the total commitment on the New Revolving Credit Facility (excluding (i) up to $15.0 million attributable to any outstanding undrawn letters of credit and (ii) any cash collateralized or backstopped letters of credit), as defined in the New Credit Agreement. As of December 31, 2021, the Company was not subject to this covenant as borrowings under the Revolving Credit Facility did not exceed the 35% threshold. The Company was in compliance with all applicable debt covenants at December 31, 2021 and 2020.

Real Estate Facilities

In November 2018, September 2021, and December 2021, Camping World Property, Inc. (the ‘‘Real Estate Borrower’’), an indirect wholly-owned subsidiary of CWGS, LLC, and CIBC Bank USA (“Lender”), entered into loan and security agreements for real estate credit facilities (as amended from time to time, the “First Real Estate Facility”, the “Second Real Estate Facility”, and the “Third Real Estate Facility”, respectively, and collectively the “Real Estate Facilities”) with aggregate maximum principal capacities of $21.5 million, $9.0 million, and $10.1 million for the First Real Estate Facility, Second Real Estate Facility, and Third Real Estate Facility, respectively.

Borrowings under the Real Estate Facilities are guaranteed by CWGS Group, LLC, a wholly-owned subsidiary of CWGS, LLC. The Real Estate Facilities may be used to finance the acquisition of real estate

assets. The Real Estate Facilities are secured by first priority security interest on the real estate assets acquired with the proceeds of the Real Estate Facilities (“Real Estate Facility Properties”). The First Real Estate Facility, the Second Real Estate Facility, and Third Real Estate Facility mature in October 2023, September 2026, and December 2026, respectively.

As of December 31, 2021, the First Real Estate Facility, the Second Real Estate Facility, and the Third Real Estate Facility had outstanding principal balances of $4.2 million, $8.7 million, and $10.0 million, respectively, net of unamortized finance costs, and a weighted average interest rate of 2.89%. As of December 31, 2021, the Company had no available capacity under the Real Estate Facilities, since repaid amounts cannot be reborrowed under the Real Estate Facilities.

Management has determined that the credit agreements governing the Real Estate Facilities include subjective acceleration clauses, which could impact debt classification. Management has determined that no events have occurred at December 31, 2021 that would trigger a subjective acceleration clause. Additionally, the Real Estate Facilities are subject to certain cross default provisions, a debt service coverage ratio, and other customary covenants. The Company was in compliance with all debt covenants at December 31, 2021 and 2020.

Other Long-Term Debt

In December 2021, FRHP Lincolnshire, LLC, an indirect wholly-owned subsidiary of CWGS, LLC, assumed a mortgage as part of a real estate acquisition. This mortgage is secured by the acquired property and is guaranteed by CWGS Group, LC, a wholly-owned subsidiary of CWGS, LLC. As of December 31, 2021, the outstanding principal balance of the mortgage was $3.4 million with an interest rate of 3.50%. The mortgage matures in December 2026.