SOURCE: Good Sam

Good Sam

November 19, 2013 17:49 ET

Good Sam Enterprises, LLC Announces Initial Results of Cash Tender Offer for 11.50% Senior Secured Notes Due 2016

LINCOLNSHIRE, IL--(Marketwired - Nov 19, 2013) - Good Sam Enterprises, LLC ("GSE" or the "Company") announced today the initial results for its previously announced cash tender offer (the "Tender Offer") to purchase any and all of its outstanding 11.50% Senior Secured Notes due 2016 (the "Notes"). Approximately $213.6 million aggregate principal amount of the Notes were validly tendered and not validly withdrawn prior to 5:00 p.m., Eastern Standard Time (EST), on November 19, 2013 (the "Early Tender Deadline"). Payment for Notes validly tendered and not validly withdrawn on or prior to the Early Tender Deadline is expected to be made on or about November 20, 2013, subject to satisfaction of the conditions of the Tender Offer.

All holders of Notes who validly tendered their Notes prior to the Early Tender Deadline will receive total consideration of $1,092.75 per $1,000 principal amount of Notes, which is equal to (i) $1,042.75 per $1,000 principal amount of Notes validly tendered and accepted for payment (the "Tender Offer Consideration") plus (ii) an early tender payment of $50.00 per $1,000 principal amount of Notes validly tendered and accepted for payment (the "Early Tender Payment"). Accrued interest up to, but not including, the applicable payment date of the Notes will be paid in cash on all Notes validly tendered and accepted for payment.

The Tender Offer is scheduled to expire at 11:59 p.m. EST, on December 4, 2013, unless extended or earlier terminated (the "Expiration Date"). Payment for Notes validly tendered after the Early Tender Deadline will be made promptly following the Expiration Date (expected to be on or about December 5, 2013). Holders of Notes that are validly tendered after the Early Tender Deadline and on or prior to the Expiration Date, and accepted for payment, will receive only the Tender Offer Consideration and not the Early Tender Payment.

Substantially concurrently with the closing of the Company's previously announced debt financing, the Company intends to irrevocably call for redemption on or about December 20, 2013 all of the Notes that were not tendered pursuant to the Tender Offer, at the redemption price of $1,086.25 for every $1,000 principal amount of Notes redeemed plus accrued and unpaid interest to, but not including, the date of redemption. Prior to the completion of the redemption, the Company will satisfy and discharge the indenture governing the Notes by depositing the redemption price and accrued interest to, but not including, the redemption date in trust in accordance with the satisfaction and discharge provisions of the indenture. Following the redemption, no principal amount of Notes will remain outstanding.

Goldman, Sachs & Co. is serving as the Dealer Manager for the Tender Offer. Questions regarding the Tender Offer may be directed to Goldman, Sachs & Co., Liability Management Group at (800) 828-3182 (toll free) or (212) 357-0215 (collect).

Holders may obtain copies of the Offer to Purchase from the Information Agent and Tender Agent for the Tender Offer, D.F. King & Co., Inc., at (212) 269-5550 (banks and brokers) and (800) 207-3158 (all others).

Neither the Company, the Dealer Manager, the Information Agent and Tender Agent nor any other person makes any recommendation as to whether holders of Notes should tender their Notes, and no one has been authorized to make such a recommendation.

This announcement is not an offer to purchase, or the solicitation of an offer to sell the Notes. The Tender Offer is being made only pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal.

About Good Sam Enterprises, LLC

Good Sam Enterprises, LLC (GSE) and its wholly owned subsidiaries, serve the safety, security, comfort and convenience needs of the North American outdoor and recreational vehicle market. The goal is simple: GSE makes RV ownership and the RV lifestyle more enjoyable. With various companies, brands, products and services, GSE targets almost every aspect of this diverse and dynamic niche market.

The corporate headquarters is located in Lincolnshire, Illinois. Subsidiary operations and divisions can be found at multiple locations throughout the United States.


This release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on current expectations, estimates, forecasts and projections about us, our future performance, our liquidity, our beliefs and management's assumptions. Words such as "anticipate," "assume," "believe," "estimate," "expect," "intend," "plan," "seek," "project," "target," "goal," and variations of such words and similar expressions are intended to identify such forward-looking statements. All forward-looking statements speak only as of the date on which they are made. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions concerning future events that are difficult to predict. Therefore, actual future events or results may differ materially from these statements. We believe that the factors that could cause our actual results to differ materially include the factors that we describe under "Risk Factors" from time to time in our filings with the Securities and Exchange Commission ("SEC"). These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements included in the Offer to Purchase. These risks and uncertainties, as well as other risks of which we are not aware or which we currently do not believe to be material, may cause our actual future results to be materially different than those expressed in our forward-looking statements. We caution you not to place undue reliance on these forward-looking statements. We do not undertake any obligation to make any revisions to these forward-looking statements to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events, except as required by law, including the securities laws of the United States and rules and regulations of the SEC.

Contact Information


    Thomas F. Wolfe
    Executive Vice President of Operations,
    Chief Financial Officer
    (805) 667-4457 (phone)
    Email Contact (email)