Good Sam gets early tenders for $213.6 million of 11½% notes

By Marisa Wong

Madison, Wis., Nov. 19 - Good Sam Enterprises, LLC said it received tenders for $213.6 million principal amount of its 11½% senior secured notes due 2016 as of 5 p.m. ET on Nov. 19, the early tender deadline of its previously announced tender offer for any and all of the $325,574,000 of outstanding 11½% notes.

All holders who tendered their notes by the early tender deadline will receive the total consideration of $1,092.75 per $1,000 principal amount of notes. 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 not receive the early tender 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.

As noted before, the offer is conditioned on completion of debt financing with enough proceeds to fund the purchase.

Concurrently with the closing of that debt financing, the company intends to call for redemption on Dec. 20 all of the 11½% notes that are not tendered under the tender offer.

The outstanding notes will be redeemed at a price of $1,086.25 per $1,000 principal amount plus accrued interest to the redemption date.

The company filed plans to begin the tender offer on Oct. 29 in an 8-K filing with the Securities and Exchange Commission and announced the start of the offer on Nov. 5.

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.

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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