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Winnebago Raises Tender Offer to $100M

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Winnebago Industries announced early results of its previously announced cash tender offer to purchase its 6.250% Senior Secured Notes due 2028 (CUSIP No. 974637AC4 / U9701TAA4) and that it is amending the Tender Offer by increasing the maximum aggregate principal amount of Notes it will purchase from $75,000,000 to $100,000,000, exclusive of any applicable premiums paid in connection with the Tender Offer and accrued and unpaid interest.

The terms and conditions of the Tender Offer are set forth in an Offer to Purchase dated Feb. 3, which was sent to all registered holders of Notes.

As of 5 p.m., New York City time, on Feb. 14, according to information provided by D.F. King & Co., Inc., the Tender and Information agent for the Tender Offer, $243,886,000 aggregate principal amount of Notes has been validly tendered and not validly withdrawn as shown in the table below. Withdrawal rights for the Notes expired at 5 p.m., New York City time, on Feb. 14.

Since the aggregate principal amount of the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date exceeds the Tender Cap, Notes tendered after the Early Tender Date will not be accepted for purchase and the principal amount of the Notes accepted for purchase were prorated, on the terms and subject to the conditions of the Tender Offer.

With respect to Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase by the company, the company has elected to have an early settlement date to make payment on such Notes on February 20, 2025 (the “Early Settlement Date”). Holders of such Notes will also receive accrued and unpaid interest to, but excluding, the Early Settlement Date.

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any Notes. The Tender Offer is made only by, and pursuant to the terms of, the Offer to Purchase, and the information in this press release is qualified by reference to the Offer to Purchase.

J.P. Morgan Securities LLC is the Dealer Manager for the Tender Offer. Persons with questions regarding the Tender Offer should contact J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-4818 (collect).

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