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Form 8-K THOR INDUSTRIES INC For: Sep 18

September 18, 2018 7:57 AM
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8–K
CURRENT REPORT
 
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
 

Date of Report (Date of Earliest Event Reported): September 18, 2018
 
 
Thor Industries, Inc.
(Exact Name of Registrant as Specified in Charter)
 
 
Delaware
 
1-9235
 
93-0768752
 
 
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS EmployerIdentification No.)
 
 
 
 
 
 
 
 

 
 
 
601 East Beardsley Avenue,
 
46514-3305
 
 
Elkhart, Indiana
 
(Zip Code)
 
 
(Address of Principal Executive Offices)
 
 
 
 
 
 
Registrant’s telephone number, including area code: (574) 9707460
 

N/A
(Former Name or Former Address, if Changed Since Last Report)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐ 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement

On September 18, 2018, Thor Industries, Inc. (the “Company”) and Tyr Holdings GmbH & Co. AG, a wholly owned subsidiary of the Company, entered into a Stock Purchase Agreement (the “Purchase Agreement”) with the shareholders (the “Sellers”) of Erwin Hymer Group SE (“EHG”) for the Company to acquire all of the issued and outstanding shares of capital stock of EHG, a privately held international company and manufacturer of recreational vehicles in Europe and other locations, for cash consideration of approximately €1.7 billion (approximately $2.0 billion at the exchange rate as of September 17, 2018), subject to adjustment as set forth in the Purchase Agreement, and approximately 2.3 million shares of the Company’s common stock. The Company will also assume debt of EHG and its affiliates, of approximately €300 million (approximately $350 million at the exchange rate as of September 17, 2018). The Purchase Agreement generally provides for an effective date of May 31, 2018 for tax, economic, and other purposes of the transaction and the Company expects the transaction to close in the second or third quarter of fiscal 2019, subject to the satisfaction of specified closing conditions, the failure of which may result in the transaction being terminated and, in certain circumstances, the Company’s incurrence of a breakup fee of approximately €60.0 million (approximately $70 million at the exchange rate as of September 17, 2018).

The Purchase Agreement contains customary representations, warranties, and covenants by each of the parties, and also contains indemnification provisions under which the parties have agreed to indemnify each other against certain liabilities. In addition, the Purchase Agreement compels the Sellers to convey, and to cause EHG to convey, a license agreement in relation to the use of the family name "Hymer" in the world-wide recreational vehicle industry in favor of the Company. Under the terms of the Purchase Agreement, the Company has agreed not to close certain of EHG’s manufacturing sites in Germany, including EHG’s headquarters, or to terminate any employees on operational grounds at those sites for a period of three years from the closing date, subject to certain exceptions. The Company will also be required to register the resale of the Company’s common stock issued to the Sellers as consideration in the transaction with the U.S. Securities & Exchange Commission.

In connection with the Purchase Agreement, the Company entered into a debt commitment letter (the “Commitment Letter”), dated as of September 18, 2018, with JPMorgan Chase Bank, N.A. (“JPMorgan”) and Barclays (“Barclays”) (collectively, the “Lenders”), pursuant to which the Lenders have committed to provide a seven-year term loan in an aggregate principal amount of $2.3 billion and a five-year senior secured asset based loan in the aggregate amount of $750 million, subject in each case to the satisfaction of certain customary closing conditions (the “Debt Financing”). The Debt Financing is subject to various conditions, including the execution of definitive documentation and other customary closing conditions. Under the terms of the Commitment Letter, and subject thereto, JPMorgan and Barclays will act as joint lead arrangers and joint bookrunners, and JPMorgan will act as sole administrative agent in connection with the Debt Financing.  The Company and its affiliates have engaged, and may in the future engage, JPMorgan and Barclays for services related to investment banking and other commercial dealings in the ordinary course of business, for which these parties have received, and may in the future receive, customary fees and commissions.
 
The foregoing descriptions of the Purchase Agreement and the Commitment Letter do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement and the Commitment Letter, which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending October 31, 2018.

Item 7.01 Regulation FD Disclosure.
 
On September 18, 2018, the Company issued a press release announcing its entry into the Purchase Agreement. In addition, the Company provided certain supplementary materials available to investors on the Company’s website at http://ir.ThorIndustries.com, including a copy of the presentation to be used during the Company’s conference call regarding the transaction and a transaction fact sheet describing the transaction. Copies of the Company’s press release, the presentation, and transaction fact sheet are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated by reference herein.

In accordance with general instruction B.2 to Form 8-K, the information set forth in Item 7.01 of this Form 8-K (including as incorporated by reference from Exhibits 99.1, 99.2, and 99.3) shall be deemed “furnished” and not “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Item 9.01  Financial Statements and Exhibits

(d)            Exhibits

 
Exhibit Number
Description
     
 
 
 



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
 
 
  Thor Industries, Inc.  
     
       
Date: September 18, 2018
By:
/s/ Colleen Zuhl  
  Name: Colleen Zuhl  
  Title: Senior Vice President and  
  Chief Financial Officer  

Exhibit 99.1

Thor Industries and Erwin Hymer Group to Create the Largest Global Recreational Vehicle Manufacturer

Thor to Acquire Erwin Hymer Group and Establish Leadership Position in Growing European Market

Hymer family chooses Thor to continue Erwin Hymer’s vision of continuing unique leisure experiences

ELKHART, Ind. & BAD WALDSEE, Germany--(BUSINESS WIRE)--September 18, 2018--Thor Industries, Inc. (“Thor”, NYSE: THO) and the shareholders of Erwin Hymer Group SE (Erwin Hymer Group or EHG) today announced that they have entered into a definitive agreement for Thor to acquire Erwin Hymer Group, a privately held international company, for an enterprise value of approximately €2.1 billion, with the purchase price to be funded with cash and equity. Equity consideration will consist of approximately 2.3 million shares of Thor. The Hymer family will thereby remain engaged in the industry. The combination creates the world’s largest RV manufacturer, with the leading position in both North America and Europe, and establishes a global sales and production footprint for the Company.

Thor expects the transaction to be accretive to earnings in the first year, before taking into account anticipated synergies, purchase accounting adjustments and transaction-related expenses. Subsequent to closing, Thor intends to repurchase shares both opportunistically and systematically in order to offset the issuance of shares to the Hymer family.

Headquartered in Bad Waldsee, Germany, Erwin Hymer Group (EHG) is one of the premier manufacturers of recreational vehicles in a growing European market, with an impressive lineup of industry leading vehicle brands, a strong reputation for investing in product innovation and a dedication to providing exceptional customer value. EHG sells through a worldwide network of more than 1,200 retail dealerships and employs more than 7,300 dedicated team members globally. EHG’s product portfolio spans all major RV categories and price points, from lightweight travel trailers to high-end motorhomes. For the fiscal year ended August 31, 2018, the Erwin Hymer Group expects to generate revenues of over €2.5 billion (approximately $2.9 billion at current exchange rate).

“The Erwin Hymer Group has an unparalleled history and reputation as well as a talented management team that is focused on building on that tradition and charting new, attractive growth opportunities for the Company,” said Bob Martin, Thor President and CEO. “This transaction provides Thor a unique opportunity to grow with the European RV market leader. The transaction gives us access to a new market with favorable macro and secular trends affecting RV demand similar to those we have seen in North America. In addition, we see numerous areas for near-term and long-term synergies between the Erwin Hymer Group and our existing subsidiaries and are eager to begin working with the entire Erwin Hymer Group,” added Bob Martin.

Christian Hymer, son of the late founder, Erwin Hymer and member of the EHG Supervisory Board said, "With Thor Industries, our family has found the ideal new owner partner for the Erwin Hymer Group to successfully continue on its long-term growth and internationalisation path. Thor Industries and the Erwin Hymer Group are cut from the same cloth and, in their philosophy, still bear the stamp of their founders. An entrepreneurial mindset, a spirit of innovation and quality leadership are top priorities for both groups. Through these shared cultural features and their complementary activities, the two groups will achieve even faster growth together.”

Martin Brandt, the CEO of the Erwin Hymer Group, said: "We're looking forward to opening the next chapter of our company's history with Thor Industries, and are convinced that we will mutually benefit from each other. With Thor Industries, the Erwin Hymer Group will be able to speed up the development of its relatively new activities in the attractive North American market.”

Thor’s Mr. Martin continued, “This acquisition is well aligned with Thor’s long-standing capital allocation strategy. Our focus has been, and continues to be, on delivering value to shareholders by investing opportunistically in accretive growth opportunities with companies that have a strong marketplace position, successful operations, and growth oriented management teams.”

Martin Brandt will continue to lead the Erwin Hymer Group business post-closing as its Chief Executive Officer, reporting directly to Thor’s Chief Executive Officer, Bob Martin. No changes in production facilities or employee levels are anticipated within EHG or Thor as a direct result of this transaction. The transaction has been approved by Thor’s board of directors and is expected to close near the end of the calendar year, subject to customary closing conditions, including regulatory and other necessary approvals.

Advisors

Advisors assisting Thor included: J.P. Morgan serving as lead financial advisor, Barclays serving as an M&A advisor, Baker McKenzie LLP acting as legal counsel and Ernst and Young providing transaction advisory services. J.P. Morgan and Barclays Capital are also providing Thor with fully committed financing. Macquarie Capital is serving as financial advisor to Erwin Hymer Group and Hengeler Mueller is acting as legal counsel.

Conference Call Information

The Company will hold a conference call about the transaction at 9 a.m. ET, September 18, 2018 hosted by Bob Martin, President and Chief Executive Officer, and Colleen Zuhl, Senior Vice President and Chief Financial Officer. Security analysts and investors wishing to participate via telephone should call (877) 682-9330, and reference conference ID 8674138# to be connected. Callers outside of North America should call (647) 689-5428. Those wishing to listen via the internet, go to https://ir.thorindustries.com/.These numbers can be accessed 15 minutes before the call begins, as well as during the call. The webcast replay will also be available at https://ir.thorindustries.com/.

Forward-Looking Statements

This press release contains forward-looking information related to Thor Industries, Inc., and the acquisition of the Erwin Hymer Group (EHG), that is based on current expectations and involves substantial risks and uncertainties that could cause actual results, performance, events, or transactions to differ materially from those expressed or implied by such statements. Forward-looking statements include, among other things, statements about Thor’s plans, objectives, expectations and intentions; the anticipated timing of the closing of the acquisition; the potential benefits of the proposed acquisition, and the anticipated operating synergies; the satisfaction of the conditions to closing the acquisition (including obtaining necessary regulatory approvals) in the anticipated timeframe or at all; the integration of the business, the impact of exchange rate fluctuations and unknown or understated liabilities related to the acquisition and Erwin Hymer Group’s business. Other business risks include raw material and commodity price fluctuations; raw material, commodity or chassis supply restrictions; the level of warranty claims incurred; legislative, regulatory and tax law and/or policy developments including their potential impact on our dealers and their retail customers or on our suppliers; the costs of compliance with governmental regulation, legal and compliance issues including those that may arise in conjunction with recent transactions; lower consumer confidence and the level of discretionary consumer spending; interest rate fluctuations; the potential impact of interest rate fluctuations on the general economy and specifically on our dealers and consumers; restrictive lending practices; management changes; the success of new and existing products and services; consumer preferences; the ability to efficiently utilize production facilities; the pace of acquisitions and the successful closing, integration and financial impact thereof; the potential loss of existing customers of acquisitions; our ability to retain key management personnel of acquired companies; a shortage of necessary personnel for production; the loss or reduction of sales to key dealers; disruption of the delivery of units to dealers; asset impairment charges; cost structure changes; competition; the impact of potential losses under repurchase agreements; the potential impact of the strength of the U.S. dollar on international demand; general economic, market and political conditions; and changes to investment and capital allocation strategies or other facets of our strategic plan. In addition, actual results, performance, events and transactions, are subject to other risks and uncertainties that relate more broadly to Thor’s overall business, including those more fully described in Thor’s filings with the U.S. Securities and Exchange Commission (“SEC”) (including, but not limited to, the factors discussed in Item 1A. Risk Factors of Thor’s most recent annual report on Form 10-K and quarterly reports on Form 10-Q). In light of these risks, uncertainties, and other factors, you are cautioned not to place undue reliance on the forward-looking information. Thor, except as required by law, undertakes no obligation to update or revise the forward-looking statements, whether as a result of new developments or otherwise.

About Thor Industries, Inc.

Thor is the sole owner of operating subsidiaries that, combined, represent the world’s largest manufacturer of recreational vehicles. For more information on the Company and its products, please go to www.thorindustries.com.

About Erwin Hymer Group

Erwin Hymer Group is a leading European manufacturer of recreational vehicles. Headquartered in Bad Waldsee, in the state of Baden-Württemberg, Germany, Erwin Hymer Group produces vehicles under 24 brand names and is a recognized leader in vehicle innovation and design. For more information see www.erwinhymergroup.com.

CONTACT:
Thor Industries
Media:
Clermont Partners
Beth Saunders
(630) 546-5941
[email protected]
or
Investors:
Thor Industries
Bruce Byots
Investor Relations
(574) 970-7912
[email protected]
or
Erwin Hymer Group
Media:
Erwin Hymer Group
Stefan von Terzi
Head of Marketing Communications
+49 (0) 160 94959289
[email protected]
or
FTI Consulting
Carolin Amann
+49 (0) 175 2993048
[email protected]


Exhibit 99.2
 
 Thor’s Acquisition of Erwin Hymer Group Creates The Premier Global RV Manufacturer 
 
 Forward Looking Statements  This presentation contains forward-looking information related to Thor Industries, Inc., and the acquisition of the Erwin Hymer Group (EHG), that is based on current expectations and involves substantial risks and uncertainties that could cause actual results, performance, events, or transactions to differ materially from those expressed or implied by such statements. Forward-looking statements include, among other things, statements about Thor’s plans, objectives, expectations and intentions; the anticipated timing of the closing of the acquisition; the potential benefits of the proposed acquisition, and the anticipated operating synergies; the satisfaction of the conditions to closing the acquisition (including obtaining necessary regulatory approvals) in the anticipated timeframe or at all; the integration of the business, the impact of exchange rate fluctuations and unknown or understated liabilities related to the acquisition and Erwin Hymer Group’s business. Other business risks include raw material and commodity price fluctuations; raw material, commodity or chassis supply restrictions; the level of warranty claims incurred; legislative, regulatory and tax law and/or policy developments including their potential impact on our dealers and their retail customers or on our suppliers; the costs of compliance with governmental regulation, legal and compliance issues including those that may arise in conjunction with recent transactions; lower consumer confidence and the level of discretionary consumer spending; interest rate fluctuations; the potential impact of interest rate fluctuations on the general economy and specifically on our dealers and consumers; restrictive lending practices; management changes; the success of new and existing products and services; consumer preferences; the ability to efficiently utilize production facilities; the pace of acquisitions and the successful closing, integration and financial impact thereof; the potential loss of existing customers of acquisitions; our ability to retain key management personnel of acquired companies; a shortage of necessary personnel for production; the loss or reduction of sales to key dealers; disruption of the delivery of units to dealers; asset impairment charges; cost structure changes; competition; the impact of potential losses under repurchase agreements; the potential impact of the strength of the U.S. dollar on international demand; general economic, market and political conditions; and changes to investment and capital allocation strategies or other facets of our strategic plan. In addition, actual results, performance, events and transactions, are subject to other risks and uncertainties that relate more broadly to Thor’s overall business, including those more fully described in Thor’s filings with the U.S. Securities and Exchange Commission (“SEC”) (including, but not limited to, the factors discussed in Item 1A. Risk Factors of Thor’s most recent annual report on Form 10-K and quarterly reports on Form 10-Q). In light of these risks, uncertainties, and other factors, you are cautioned not to place undue reliance on the forward-looking information. Thor, except as required by law, undertakes no obligation to update or revise the forward-looking statements, whether as a result of new developments or otherwise.  2 
 
 3  Thor has agreed to acquire Erwin Hymer Group (“EHG”) for an enterprise value of approximately €2.1 billion, with the purchase price to be funded with cash and equity. Equity consideration will consist of approximately 2.3 million shares of Thor. Thor is the #1 manufacturer in North America with over $8.3 billion¹ in revenueErwin Hymer Group is the #1 manufacturer in Europe (based on revenue) with forecasted FY18 sales of €2.5 billion² ($2.9 billion³ at current exchange rate)  Combining the premier North American and European RV companies  Notes: 1 Trailing twelve months ended 4/30/2018; ² EHG’s forecast for FYE 8/31/2018; 3 Exchange rate of USD / EUR:1.16                 
 
 4  Strategic rationale  Creates the #1 Global RV Manufacturer with a Leading Portfolio of Brands, Dealer Network and Global ReachEstablishes a Leading Position in Growing European RV Market with a Complementary and Geographically Diverse Product PortfolioSignificant Mutual Benefits Derived from Sharing Design, R&D, Technology, Engineering and Manufacturing Excellence Numerous Areas of Near-Term and Long-Term Synergies between the Two Companies Aligned with Thor’s Strategic Plan to Enhance Shareholder Value – Transaction to be Accretive to Earnings in First Year*   *Before anticipated synergies, purchase accounting adjustments and transaction related expenses 
 
 5  Erwin Hymer Group key statistics  1957HYMER FAMILY BEGAN Recreational vehicle production  ~62Kunits sold in FYE 2018  24Renowned brands  €2.5BForecasted fy18 sales  ~7,300Dedicated team members in 2018  9RV Production facilities in Germany, UK, Italy and Canada   ~1,200Dealers across 35 countries  ~29%European market share by revenue 
 
 6  Erwin Hymer Group overview        Motor Caravans68%  Campervans17%  Caravans15%  By type3  €2.0bn  1 EHG’s FYE 08/31/17; 2 Total revenues; 3 Vehicle revenues only, excludes revenues from accessories, services, rental, and others; 4 Exchange rate of USD / EUR:1.16  Vehicles 90%  Owndealerships 4%  By segment2  Accessoriesand services 3%  Rental 3%  €2.2bn  Other<1%          Germany 51%  UK 11%  France 7%  North America 6%  RoW 1%  By region2      €2.2bn  RoE 24%  2017 Revenue breakdown1  EHG is the leading manufacturer of recreational vehicles in Europe, with ~29% market share, and is the only European manufacturer with a North American presence  $2.6bn4  $2.6bn4  $2.3bn4    U.S.  Europe  RV categories  Travel Trailer Class BClass A / C  CaravanCampervanMotor Caravan  === 
 
 7  Select EHG brands  Notes: Brands ordered alphabetically; CB – Class B campervan; M – Class A / C; T – Towable; Exchange rate of USD / EUR:1.16Excludes UK brands (Elddis, Xplore, Compass, and Buccaneer) and off-road accessories (Cliffride and American Fastbacks)    Segment  Products  Price (€k)  Price ($k)  Positioning    Mainstream  CB, M, T  <10 – 90  12 – 104  Chic, modern and convenient    Entry  CB, M  30 – 50  35 – 58  Functional, reliable value    Mainstream  M, T  15 – 110   17 – 128   Reliable, sporty and classic    Entry  M  25 – 55  29 – 64  Stylish, contemporary and accessible    Premium  CB, M, T  40 – 105  46 – 122  Dynamic, innovative and reliable    Premium  M  45 – 95  52 – 110  Comfort, style and elegance    Mainstream  M, T  15 – 75   17 – 87   Trustworthy and classic    Luxury  M  85 – 200  99 – 232  Powerful, inspiring, market-leading    Mainstream  CB  45 – 95  52 – 110  Freedom, quality and flexibility    Entry  CB, M  30 – 50  35 – 58  Adventurous, uncomplicated value 
 
 8  Product line-up spans across multiple price points and categories                                          Motorized recreational vehiclesPrice range1:€32,000–€180,000$37,100–$208,800  Towable recreational vehiclesPrice range1:€8,700–€45,000$10,100–$52,200  Motorized recreational vehicle on van chassisPrice range1:€32,000–€90,000$37,100–$104,400  Caravanning equipment, camping accessories and tent trailersChassis and suspension technology  Global rental of recreational vehiclesConsulting and financing services for dealersOnline travel portal  ~27,300 vehicles sold2 (107,225 total market)  ~16,700 vehicles sold2 (78,530 total market)  ~9,300 vehicles sold2  ~2,6003 vehicles in rental fleet2      Notes: Exchange rate of USD / EUR:1.161 Manufacturer selling price; 2 FYE 2017A, Hymer unit sales; 3 Excluding franchises  25.5% by volume  21.3% by volume  Motorcaravans  Caravans  Campervans  Accessories and services  Other   
 
           Number of active vehicle dealerships¹ by country (FY2016/17)    ²        RoW    Bad Waldsee                            9  EHG distribution network  Distributes vehicle brands through approximately 1,200 retail dealerships worldwide, across 35 countries   Notes: ¹ Number may vary within a small range due to limited fluctuations in the dealer base; ² Separate dealer network that serves former Explorer Group brands Elddis, Xplore, Compass and Buccaneer; ³ Includes Camping World    Domestic (distribution organized by brand)    Served throughdistribution companies    Headquarter   
 
 10  Snapshot of combined company  Adds scale  Diversifies exposure across geographies  Enhances end market product mix  Notes: Exchange rate of USD / EUR:1.16; Revenue based on FYE 7/31/2017 for Thor and FYE 8/31/2017 for EHG  Revenue ($mm)  Revenue (%)  Revenue (%)                  Based on 2017 Actual Results 
 
 11    European RV industry    2017 European RV market share (by sales)  2017 Europe RV market overview (€bn)  €6.1bn  65%  21%  14%  Motorcaravan  Caravan  Campervan    Source: Company information, leading consulting firm  7% CAGR  9% CAGR  4% CAGR  4% CAGR  33% CAGR  12% CAGR 
 
 12  Strong growing European RV market  Source: CIVD; European Commission; World Bank; Leading consulting firm  Motorhomes  New vehicle registrations by type (’000)   3.7 3.0 1.4 1.1 (0.1) 2.8 2.7 2.0 2.9 3.0 3.0 3.9 2.2 1.4 1.3 2.6 2.1 3.3 3.1 0.5 (4.4) 2.1 1.7 (0.4) 0.3 1.7 2.3 1.9 2.2 % GDP Growth  +8.2%   
 
 EHG has a long track record of industry-leading product innovation  13  1960’s  1970’s  1980’s  1990’s  2000’s  2010’s     1968Wheel housing refrigerator      1966Crank handle skylights      1976Pull-down double bed for motorcaravans      1975 - 76Pop-top roof for campervans      1986First OEM to guarantee 6 years waterproofness      1978PUAL1 technology based walls      1996Introduction of central locking to EHG models      1993 - 94Development of Hymer bonding technology      2012 - 15Lightweighttechnology leads to first integrated MC on Mercedes Benz basis2      2000Introduction of heated double floors                                                                                                                                                                                                              1 Polyurethane foam is filled into the walls to enhance insulation and stability2 Below 3.5t (Hymermobil ML-I)                      Marketing / PR campaignSunlight factory team  SafetyNiesmann+Bischoff Flair  Exterior DesignDethleffs Coco  Bloggers FavoriteConcept Car e.home  TechnologyHymer B-SL SLC Chassis  Overall campervan conceptHymer DuoCar  Floor planBürstner Lyseo TD 745  Recent award-winning innovations                                          Industry standard setting innovations  Major innovations in Hymer products   
 
 EHG management team  14  CEO since August 2015Prior experience with Zumtobel, Assa Abloy and Baumgartner & Partner  CFO since September 2017Prior experience with Bizerba, Spheros, Sennheiser and Kosta  CSO since December 2017Held EHG management positions since 2008Prior experience with MAN and Neoplan  CTO since December 2017Held EHG management positions since 2011Prior experience in Schuler Pressen, Coperion and Müller Weingarten  Martin Brandt – CEO  Stefan Junker – CFO  Jan de Haas – CSO  Jörg Reithmeier – CTO  Experienced, proven CEO and management team with a track record of creating value and growing share at EHG 
 
 15  TransactionHighlights  Transaction overview  Enterprise value of approximately €2.1 billion, with the purchase price to be funded with cash and equity. Equity consideration will consist of approximately 2.3 million shares of Thor. EHG’s EBITDA: Estimated FY18 EBITDA, as adjusted of €235 million¹; FY 2019 plan EBITDA of approximately €300 million² Accretive to earnings per share (before synergies, purchase accounting adjustments and transaction related expenses)  Notes: 1 EHG’s forecast for FYE 08/31/2018 (based on International Reporting Standards (IFRS)), excludes ~€9 million of primarily transaction related expenses; ² EHG’s plan for FYE 8/31/2019 (based on International Reporting Standards (IFRS)), before synergies, purchase accounting adjustments and transaction related expenses  Closing of transaction  Financing  Cash consideration financed through fully committed credit facilities led by J.P. Morgan and BarclaysTerm loan B, 7-year, $2.3 billionSenior secured assets based loan (ABL), 5-year, $750 millionSubsequent to closing, Thor intends to repurchase shares both opportunistically and systematically in order to offset the issuance of shares to the Hymer family  Customary closing conditions, including regulatory approvalsExpected to close near the end of calendar year 2018 
 
 16  Synergies expected to create meaningful additional value  Engineering & DesignR&D and Technology MarketingHuman Resources Strategies  Thor has a Proven Track Record of Generating Significant Acquisition Related Synergies  Thor and EHG to Mutually Benefit from   Sharing of Best Practices  Leveraging Manufacturing and Financial Management Expertise  Overall Spending LeverageProcurement Strategies Production MethodologiesWorking Capital Management 
 
 17  Thor Industries capital strategy  Invest in Organic Growth InitiativesReduce Outstanding DebtOpportunistically Fund Acquisitions in Global RV Industry – both Core and Adjacencies Return Capital to Shareholders with Predictable Dividend Growth and Share Repurchase  Strong cash flow supports a balanced approach to debt reduction, growth investments and returns to shareholders 
 
             18  Key investment highlights  Leading European RV manufacturer  Strong management team with proven ability to grow the business and deliver innovative products   Diversified geographic exposure to fast-growing European RV market  Well-recognized brands with a highly complementary product portfolio  Global assembly footprint and unrivalled European distribution network – only European OEM with North American production and distribution 
 
 19   
 
 20  APPENDIX 
 
 EHG history  21  0    1957  1990    1991  1996  1998  2000  2004  2005/6  2011  2018  1 CMC Founded by Erwin Hymer in 1980; 2 Manufacturer of recreational vehicles for Carado and Sunlight brands  2013  Successful delisting of Hymer AG and return to 100% Hymer family ownership as a prerequisite to merge CMC Caravan and Hymer  Start of Erwin Hymer as recreational vehicle manufacturer  Merger of CMC Caravan into Erwin Hymer Group (EHG)    2015  2016  2017  Initial public offering as Hymer AG  EHG Acquired  EHG Acquired  EHG Acquired  EHG Acquired  Beginning of repurchasing program for outstanding shares of Hymer AG    Establishment of Erwin Hymer Group AG & Co  CMC1 Acquired  Hymer AG Acquired  Founding of Movera as Hymer AG and CMC joint venture  Hymer Ag Acquired  Hymer Ag Acquired  Founding of Capron JV, Carado and Sunlight2 
 

 
Exhibit 99.3
 
 
     FactsheetThor Industries’ Acquisition of Erwin Hymer Group  Creates the #1 Global RV Manufacturer with a Leading Portfolio of Brands, Dealer Network and Global Reach  Combining the premier North American and European RV companies                      Establishes a Leading Position in Growing European RV Market  Significant Mutual Benefits to be Derived from Sharing Design, R&D, Technology, Engineering and Manufacturing Excellence  Numerous Areas of Near-Term and Long-Term Synergies between the Two Companies  Aligned with Thor’s Strategic Plan to Enhance Shareholder Value       
 
 Snapshot of Combined Company – FY2017    AT A GLANCE:    Transaction OverviewEnterprise value of approximately €2.1 billion, with the purchase price to be funded with cash and equity. Equity consideration will consist of approximately 2.3 million shares of Thor.EHG’s EBITDA: Estimated FY18 EBITDA, as adjusted of €235 million¹; FY 2019 plan EBITDA of approximately €300 million²Accretive to earnings per share in the first year (before synergies, purchase accounting adjustments and transaction related expenses)Cash consideration financed through fully committed credit facilities led by J.P. Morgan and BarclaysTerm loan B, 7-year, $2.3 billion Senior secured asset based loan (ABL), 5-year, $750 millionSubsequent to closing, Thor intends to repurchase shares both opportunistically and systematically in order to offset the issuance of shares to the Hymer familyCustomary closing conditions, including regulatory approvalsExpected to close near the end of calendar year 2018  Adds scale  Diversifies exposure across geographies  Enhances end market product mix  Notes: ¹ EHG’s forecast for FYE 08/31/2018 (based on International Reporting Standards (IFRS)), excludes ~€9 million of primarily transaction related expenses; ² EHG’s plan for FYE 8/31/2019 (based on International Reporting Standards (IFRS)), before synergies, purchase accounting adjustments and transaction related expenses  Revenue $mm  Revenue (%)  Revenue (%)                    European RV Market   Growth rate of 8% 2013 to 2017  Forecast of €6.8 billion sales in 2018 
 
   FORWARD LOOKING STATEMENTS  This fact sheet contains forward-looking information related to Thor Industries, Inc., and the acquisition of the Erwin Hymer Group (EHG), that is based on current expectations and involves substantial risks and uncertainties that could cause actual results, performance, events, or transactions to differ materially from those expressed or implied by such statements. Forward-looking statements include, among other things, statements about Thor’s plans, objectives, expectations and intentions; the anticipated timing of the closing of the acquisition; the potential benefits of the proposed acquisition, and the anticipated operating synergies; the satisfaction of the conditions to closing the acquisition (including obtaining necessary regulatory approvals) in the anticipated timeframe or at all; the integration of the business, the impact of exchange rate fluctuations and unknown or understated liabilities related to the acquisition and Erwin Hymer Group’s business. Other business risks include raw material and commodity price fluctuations; raw material, commodity or chassis supply restrictions; the level of warranty claims incurred; legislative, regulatory and tax law and/or policy developments including their potential impact on our dealers and their retail customers or on our suppliers; the costs of compliance with governmental regulation, legal and compliance issues including those that may arise in conjunction with recent transactions; lower consumer confidence and the level of discretionary consumer spending; interest rate fluctuations; the potential impact of interest rate fluctuations on the general economy and specifically on our dealers and consumers; restrictive lending practices; management changes; the success of new and existing products and services; consumer preferences; the ability to efficiently utilize production facilities; the pace of acquisitions and the successful closing, integration and financial impact thereof; the potential loss of existing customers of acquisitions; our ability to retain key management personnel of acquired companies; a shortage of necessary personnel for production; the loss or reduction of sales to key dealers; disruption of the delivery of units to dealers; asset impairment charges; cost structure changes; competition; the impact of potential losses under repurchase agreements; the potential impact of the strength of the U.S. dollar on international demand; general economic, market and political conditions; and changes to investment and capital allocation strategies or other facets of our strategic plan. In addition, actual results, performance, events and transactions, are subject to other risks and uncertainties that relate more broadly to Thor’s overall business, including those more fully described in Thor’s filings with the U.S. Securities and Exchange Commission (“SEC”) (including, but not limited to, the factors discussed in Item 1A. Risk Factors of Thor’s most recent annual report on Form 10-K and quarterly reports on Form 10-Q). In light of these risks, uncertainties, and other factors, you are cautioned not to place undue reliance on the forward-looking information. Thor, except as required by law, undertakes no obligation to update or revise the forward-looking statements, whether as a result of new developments or otherwise.   
 
 
 

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