Good Sam begins tender offer for $325.57 million 11½% notes due 2016

By Susanna Moon

Chicago, Nov. 5 - Good Sam Enterprises, LLC said it began a tender offer for its $325,574,000 of outstanding 11½% senior secured notes due 2016.

The total purchase price will be $1,092.75 for each $1,000 principal amount of notes tendered by 5 p.m. ET on Nov. 19, the early tender date.

The total payment per $1,000 principal amount consists of the tender offer payment of $1,042.75 plus an early tender payment of $50.00.

Those who tender after the early tender deadline will receive the tender offer payment.

The tender offer will end at 11:59 p.m. ET on Dec. 4.

The company also will pay accrued interest to but excluding the payment date of Nov. 20 for early tendered notes and Dec. 5 for remaining tenders.

Tendered notes may be withdrawn by the early tender deadline.

The offer is conditioned on completion of debt financing with enough proceeds to fund the purchase.

The information agent and tender agent is D.F. King & Co., Inc. (212 269-5550 for banks and brokers and 800 207-3158 for all others). Goldman, Sachs & Co. (attn.: liability management group at 800 828-3182 or 212 357-0215 collect) is the dealer manager.

The company filed plans to begin the tender offer on Oct. 29 in an 8-K filing with the Securities and Exchange Commission.

The company said it planned to tender for the notes after completion of CWGS Group, LLC's privately arranged senior secured financing.

CWGS, an intermediate parent of Good Sam, said it had begun seeking commitments for the financing. It owns the outstanding equity interests of its affiliate FreedomRoads Holding Co., LLC.

In addition, Good Sam may call the 11½% notes at par plus a premium of 8.625% with no fewer than 30 days and no more than 60 days notice under the terms of the indenture.

Good Sam Enterprises is a Lincolnshire, Ill.-based specialty retailer of RV-related products and a member-based direct marketing organization targeting recreational vehicle owners and outdoor enthusiasts. Formerly known as Affinity Group, LLC, the company is a subsidiary of Affinity Group Holding, LLC.

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