Camping World Holdings, Inc.
250 Parkway Drive, Suite 270
Lincolnshire, IL 60069
October 4, 2016
VIA EDGAR TRANSMISSION
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549-6010
Attention: Mara L. Ransom, Danilo Castelli, Lilyanna Peyser, Melissa Blume, Jennifer Thompson
Re: Camping World Holdings, Inc.
Registration Statement on Form S-1 (Registration No. 333-211977)
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1, as amended (File No. 333-211977) (the “Registration Statement”) of Camping World Holdings, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 3:00 p.m., Eastern Time, on October 6, 2016, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Marc Jaffe at (212) 906-1281.
The Company acknowledges the following:
· should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
· the action of the Commission or the staff, acting pursuant to delegated authority in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
· the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Thank you for your assistance in this matter.
| Very truly yours, | |
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| Camping World Holdings, Inc. | |
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| By: | /s/ Marcus A. Lemonis |
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| Marcus A. Lemonis |
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| Chairman and Chief Executive Officer |
cc: Brent Moody, Chief Operating and Legal Officer, Camping World Holdings, Inc.
Thomas Wolfe, Chief Financial Officer, Camping World Holdings, Inc.
Marc D. Jaffe, Esq., Latham & Watkins LLP
Ian D. Schuman, Esq., Latham & Watkins LLP
Alexander D. Lynch, Esq., Weil, Gotshal & Manges LLP
Faiza N. Rahman, Esq., Weil, Gotshal & Manges LLP
