Camping World Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On February 18, 2025, FreedomRoads, LLC (the “Floor Plan Borrower”), an indirect subsidiary of Camping World Holdings, Inc. (the “Company” or “our”), Bank of America, N.A., as administrative agent and letter of credit issuer, and JP Morgan Chase Bank, N.A., as syndication agent, and the other lenders party thereto, entered into a ninth amended and restated credit agreement (the “Floor Plan Facility Amendment”), which amended and restated the previous eighth amended and restated credit agreement, as amended, governing our floor plan facility (the “Existing Floor Plan Facility” and, as amended, the “Floor Plan Facility”) entered into with Bank of America, N.A., as administrative agent, and other lenders party thereto, as amended from time to time. Since 2005, the Company has used the Floor Plan Facility to finance substantially all of its new and certain of its used RV inventory. The Floor Plan Facility also provides for a revolving line of credit (the “Revolving Credit Loans”), the proceeds of which may be used for general corporate purposes.
Pursuant to the Floor Plan Facility Amendment, the Floor Plan Facility now allows the Floor Plan Borrower to borrow (a) up to $2.15 billion under a floor plan facility, an increase from $1.85 billion under the Existing Floor Plan Facility, (b) up to $45.0 million under a letter of credit facility, an increase from $30.0 million under the Existing Floor Plan Facility, and (c) up to a maximum amount outstanding of $70.0 million under the revolving line of credit, the same maximum amount allowed under the Existing Floor Plan Facility. The Floor Plan Facility Amendment also includes an uncommitted accordion feature allowing the Floor Plan Borrower, at its option, to increase the aggregate amount of the floor plan facility in $50 million increments up to a maximum amount of $300 million. In addition, the maturity of the Floor Plan Facility was extended to February 18, 2030 from September 30, 2026; provided, however, if on March 5, 2028, any of the term loans in the Credit Agreement by and between CWGS Group, LLC and the lenders and other parties thereto governing the senior secured credit facilities have not been repaid, refinanced, defeased, or the maturity date therefore has not been extended to at least 180 days after February 18, 2030, then the maturity date shall be March 5, 2028.
Pursuant to the Floor Plan Facility Amendment, the Floor Plan Facility may continue to be used to finance (i) up to 100% of the Company’s new RV inventory and (ii) various percentages of the Company’s used RV inventory, as determined by reference to the most recently published National Automobile Dealers Association RV Industry Appraisal Guide. Additionally, the Company may borrow, repay and reborrow Revolving Credit Loans for general corporate purposes. Pursuant to the Floor Plan Facility Amendment, at the Company’s option, the floor plan notes payable, and borrowings for letters of credit, in each case, under the Floor Plan Facility bear interest at a rate per annum equal to (a) the floating SOFR plus a SOFR adjustment of 0.11% plus the applicable rate of 1.90% to 2.50% determined based on the Floor Plan Borrower’s consolidated current ratio, or, (b) the base rate plus the applicable rate of 0.40% to 1.00% determined based on the Floor Plan Borrower’s consolidated current ratio.
Pursuant to the Floor Plan Facility Amendment, borrowings under our Floor Plan Facility for Revolving Credit Loans bear interest at a rate per annum equal to, at our option, either: (a) the floating SOFR plus a SOFR adjustment of 0.11% plus 2.25%, in the case of floating SOFR rate loans, or (b) a base rate determined by reference to the greatest of: (i) the Bank of America prime rate the federal funds rate plus 0.50%, (ii) the prime rate published by Bank of America, N.A. and (iii) the floating BSBY rate plus 1.75%, plus 0.75%, in the case of base rate loans. The Floor Plan Facility contains certain events of default, including payment defaults, failure to perform or observe covenants, cross-defaults with certain other events of default in connection with our other indebtedness, a change of control or certain bankruptcy events, among others.
Borrowings under the Floor Plan Facility will continue to be guaranteed by FreedomRoads Intermediate Holdco, LLC (the direct parent of the Floor Plan Borrower) and certain subsidiary guarantors (collectively, the “Guarantors”). These floor plan arrangements grant the administrative agent a first priority security interest in all of the property of the Floor Plan Borrower and the Guarantors, the financed RVs and the related sales proceeds.
This summary of the Floor Plan Facility Amendment does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Floor Plan Facility Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CAMPING WORLD HOLDINGS, INC. | ||
By: | /s/ Thomas E. Kirn | |
Name: | Thomas E. Kirn | |
Title: | Chief Financial Officer | |
Date: February 19, 2025