Billionaire Abrams Bets On Camping World Holdings: Value Trap?

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Camping World Holdings, Inc.

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Except as otherwise provided herein, beneficial ownership information contained herein is given as of the date listed above.

Camping World Holdings, Inc.

250 Parkway Drive, Suite 270, Lincolnshire, IL 60069

Abrams Capital Partners II, L.P.

Abrams Capital, LLC

Abrams Capital Management, LLC

Abrams Capital Management, L.P.

David Abrams

Abrams Capital Partners II, L.P.

If filing as a non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4. Ownership**

The percentages herein are calculated based upon the statement in the Issuer’s Quarterly Report on Form 10-Q, as filed with the SEC on August 9, 2018, that there were 37,008,005 outstanding shares of Class A common stock of the Issuer as of August 7, 2018.

(a) Amount beneficially owned

Abrams Capital Partners II, L.P.– 1,615,707 shares as of 9/25/18 (2,489,772 shares as of 10/5/18)

Abrams Capital, LLC–1,905,282 shares as of 9/25/18 (2,936,110 shares as of 10/5/18)

Abrams Capital Management, LLC –1,969,172 shares as of 9/25/18 (3,000,000 shares as of 10/5/18)

Abrams Capital Management, L.P. – 1,969,172 shares as of 9/25/18 (3,000,000 shares as of 10/5/18)

David Abrams – 1,969,172 shares as of 9/25/18 (3,000,000 shares as of 10/5/18)

(b) Percent of class

Abrams Capital Management, LLC – 5.32% as of 9/25/18 (8.11% as of 10/5/18)

Abrams Capital Management, L.P. – 5.32% as of 9/25/18 (8.11% as of 10/5/18)

David Abrams – 5.32% as of 9/25/18 (8.11% as of 10/5/18)

(c) Number of shares as to which the person has voting and dispositive power:

(i) Sole power to vote or to direct the vote

Abrams Capital Management, LLC – 0 shares

Abrams Capital Management, L.P. – 0 shares

David Abrams – 0 shares

(ii) Shared power to vote or to direct the vote

Abrams Capital Management, LLC – 1,969,172 shares as of 9/25/18 (3,000,000 shares as of 10/5/18)

Abrams Capital Management, L.P. – 1,969,172 shares as of 9/25/18 (3,000,000 shares as of 10/5/18)

David Abrams – 1,969,172 shares as of 9/25/18 (3,000,000 shares as of 10/5/18)

(iii) Sole power to dispose or to direct the disposition of

Abrams Capital Management, LLC –0 shares

Abrams Capital Management, L.P. – 0 shares

David Abrams – 0 shares

(iv) Shared power to dispose or to direct the disposition of

Abrams Capital Management, LLC – 1,969,172 shares as of 9/25/18 (3,000,000 shares as of 10/5/18)

Abrams Capital Management, L.P. – 1,969,172 shares as of 9/25/18 (3,000,000 shares as of 10/5/18)

David Abrams– 1,969,172 shares as of 9/25/18 (3,000,000 shares as of 10/5/18)

** Shares reported herein for Abrams Capital Partners II, L.P. (“ACP II”) represent shares beneficially owned by ACP II. Shares reported herein for Abrams Capital, LLC (“Abrams Capital”) represent shares beneficially owned by ACP II and other private investment funds for which Abrams Capital serves as general partner. Shares reported herein for Abrams Capital Management, L.P. (“Abrams CM LP”) and Abrams Capital Management, LLC (“Abrams CM LLC”) represent the above-referenced shares beneficially owned by Abrams Capital and shares beneficially owned by another private investment fund for which Abrams CM LP serves as investment manager. Abrams CM LLC is the general partner of Abrams CM LP. Shares reported herein for Mr. Abrams represent the above referenced shares reported for Abrams Capital and Abrams CM LLC. Mr. Abrams is the managing member of Abrams Capital and Abrams CM, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

Not Applicable

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not Applicable

Item 8. Identification and Classification of Members of the Group

Not Applicable

Item 9. Notice of Dissolution of Group

Not Applicable

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits                   Exhibit

99.1                        Joint Filing Agreement by and among the Reporting Persons.

JOINT FILING AGREEMENT

This Joint Filing Agreement, dated as of October 5, 2018, is by and among Abrams Capital Partners II, L.P., Abrams Capital, LLC, Abrams Capital Management, LLC, Abrams Capital Management, L.P., and David Abrams (collectively, the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to shares of Class A common stock, par value $0.01 per share of Camping World Holdings, Inc. beneficially owned by them from time to time. Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule. This Joint Filing Agreement may be terminated by any of the Filers upon one week’s prior written notice (or such lesser period of notice as the Filers may mutually agree) to the other party. Executed and delivered as of the date first above written.

Date: October 5, 2018