8-K: Camping World Holdings Secures $2.15 Billion Floor Plan Facility, Extends Maturity to 2030
Material Definitive Agreement
Camping World Holdings' subsidiary, FreedomRoads, LLC, has entered into a ninth amended and restated credit agreement, increasing its floor plan facility to $2.15 billion and extending the maturity date to February 18, 2030.
Summary
- FreedomRoads, LLC, an indirect subsidiary of Camping World Holdings, Inc., has amended and restated its floor plan facility with Bank of America, N.A., and other lenders.
- The Floor Plan Facility Amendment increases the borrowing capacity to $2.15 billion, up from $1.85 billion.
- The letter of credit facility has also been increased to $45.0 million from $30.0 million.
- The revolving line of credit remains unchanged at a maximum outstanding amount of $70.0 million.
- An uncommitted accordion feature allows for potential increases to the floor plan facility in $50 million increments, up to a maximum of $300 million.
- The maturity of the Floor Plan Facility has been extended to February 18, 2030, with a possible earlier maturity date of March 5, 2028, if term loans under a separate credit agreement are not addressed.
- The facility can be used to finance 100% of the company's new RV inventory and varying percentages of used RV inventory.
- Interest rates are based on either floating SOFR plus a SOFR adjustment and an applicable rate, or a base rate plus an applicable rate, dependent on the company's consolidated current ratio.
- Borrowings under the revolving line of credit 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 events of default, including payment defaults, covenant breaches, cross-defaults, change of control, and bankruptcy events.
- The facility is guaranteed by FreedomRoads Intermediate Holdco, LLC, and certain subsidiary guarantors, with a first priority security interest in the property of the Floor Plan Borrower and the Guarantors.
Sentiment
Score: 8
Explanation: The document is positive as it shows Camping World securing a larger credit facility with extended maturity, indicating financial strength and future growth potential. The terms appear favorable, and the company is well-positioned to manage its inventory and capitalize on market opportunities.
Positives
- Increased borrowing capacity provides greater financial flexibility for inventory financing.
- Extended maturity date reduces near-term refinancing risk.
- Accordion feature offers potential for further expansion of the facility as needed.
- The ability to finance 100% of new RV inventory supports growth in that segment.
Negatives
- The maturity date could be accelerated to March 5, 2028, if term loans under the CWGS Group Credit Agreement are not addressed.
- The facility contains standard events of default, which could trigger acceleration of the debt.
- Interest rates are variable and subject to market fluctuations.
Risks
- Failure to comply with covenants could trigger events of default and acceleration of the debt.
- Changes in economic conditions could impact the company's consolidated current ratio, affecting interest rates.
- The RV market is cyclical, and a downturn could impact the company's ability to repay the debt.
- The potential earlier maturity date of March 5, 2028, adds uncertainty if the CWGS Group Credit Agreement is not addressed.
Future Outlook
The amended facility provides Camping World with increased financial flexibility to finance its RV inventory and support its growth strategy. The extended maturity date reduces near-term refinancing risk. The uncommitted accordion feature provides the option to increase the facility further, if needed.
Industry Context
The amendment reflects Camping World's position in the RV market and the ongoing demand for RVs. The increased facility and extended maturity provide the company with a competitive advantage in managing its inventory and capitalizing on growth opportunities.
Comparison to Industry Standards
- Comparable companies in the RV industry, such as Thor Industries and Winnebago Industries, also utilize floor plan financing to manage inventory costs.
- The size of Camping World's facility is reflective of its scale and market share in the RV retail sector.
- The terms of the agreement, including interest rates and covenants, are generally consistent with industry standards for floor plan financing.
Stakeholder Impact
- Shareholders: The increased financial flexibility and extended maturity are positive for shareholders.
- Employees: The company's ability to finance its operations supports job security.
- Customers: A well-stocked inventory ensures a wider selection of RVs for customers.
- Suppliers: The company's financial strength ensures timely payments to suppliers.
- Creditors: The amended facility provides greater security for creditors.
Next Steps
- FreedomRoads, LLC will continue to utilize the Floor Plan Facility to finance its new and used RV inventory.
- The company may exercise the accordion feature to increase the facility further, subject to lender approval.
- The company will need to monitor its consolidated current ratio to manage interest rates.
Key Dates
| Date | Description |
|---|---|
| September 30, 2021 | Date of the previous Eighth Amended and Restated Credit Agreement |
| December 31, 2023 | Date of the audited consolidated balance sheet of the Company and its Subsidiaries |
| January 9, 2025 | Date of the Fee Letter between the Company, the Administrative Agent and the Arranger |
| February 12, 2025 | Most recent settlement of principal of Floor Plan Loans prior to the Effective Date |
| February 18, 2025 | Effective Date of the Ninth Amended and Restated Credit Agreement; Interest on Floor Plan Loans accruing from January 1, 2025 through January 31, 2025 shall be due |
| February 19, 2025 | Date of Report (Date of earliest event reported); Next settlement of principal of Floor Plan Loans thereafter shall occur |
| February 28, 2025 | Interest on Floor Plan Loans accruing from February 1, 2025 through February 28, 2025 |
| March 5, 2028 | Potential earlier maturity date if term loans under the CWGS Group Credit Agreement are not addressed |
| February 18, 2030 | Extended maturity date of the Floor Plan Facility |
Keywords
Floor Plan Facility, Camping World, FreedomRoads, Credit Agreement, RV Inventory, SOFR, Debt, Lenders, Borrowing, Facility
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