Funds affiliated with Hellman & Friedman (“H&F”), a
premier global private equity firm, today announced that Ambience
Merger Sub Inc. (the “Purchaser”), an entity affiliated with
H&F, has successfully completed its cash tender offer to
purchase all of the outstanding shares of common stock of At Home
Group Inc. (“At Home”) (NYSE: Home).
The tender offer expired at 5:00 p.m. (New York City time) on
July 22, 2021. As of the final expiration of the tender offer,
39,002,798 shares had been validly tendered and not validly
withdrawn from the tender offer, representing approximately 59.3%
of the aggregate voting power of At Home’s outstanding shares of
common stock. All such shares have been accepted for payment in
accordance with the terms of the tender offer, and the Purchaser
expects to promptly pay for such shares.
As a result of its acceptance of the At Home shares tendered in
the tender offer, the Purchaser has acquired a sufficient number of
At Home shares to consummate the second-step merger in which any
remaining shares of At Home common stock will be converted into the
right to receive an amount in cash equal to $37.00 per share, which
is equal to the per share price paid in the tender offer, without
interest and less any required withholding taxes. H&F expects
to consummate the merger today. Upon completion of the merger, At
Home will become a privately held company controlled by H&F,
and At Home’s common stock will cease trading on the New York Stock
Exchange.
About At Home
At Home (NYSE: HOME), the home décor superstore, offers over
50,000 on-trend home products to fit any budget or style, from
furniture, mirrors, rugs, art and housewares to tabletop, patio and
seasonal decor. At Home is headquartered in Plano, Texas, and
currently operates 230 stores in 40 states. For more information,
please visit us online at investor.athome.com.
About Hellman & Friedman
Hellman & Friedman is a preeminent global private equity
firm with a distinctive investment approach focused on large-scale
equity investments in high quality growth businesses. H&F seeks
to partner with world-class management teams where its deep sector
expertise, long-term orientation and collaborative partnership
approach enable companies to flourish. H&F targets outstanding
businesses in select sectors including software & technology,
financial services, healthcare, consumer & retail, and other
business services. The firm is currently investing its tenth fund,
with over $24 billion of committed capital, and has over $80
billion in assets under management and committed capital. Learn
more about H&F’s defining investment philosophy and approach to
sustainable outcomes at www.hf.com.
Additional Information and Where to Find It
This communication is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
any securities of the Company. The tender offer for all of the
outstanding shares of At Home Group Inc. (the “Company”) by
Ambience Merger Sub, Inc. (“Merger Sub”) has been commenced
pursuant to a Tender Offer Statement on Schedule TO (including the
Offer to Purchase, a related Letter of Transmittal and other offer
materials) filed by Merger Sub with the Securities and Exchange
Commission (the “SEC”). In addition, the Company has filed with the
SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. The offer to purchase shares of At
Home common stock is only being made to the At Home stockholders
pursuant to the Offer to Purchase, a related Letter of Transmittal
and other offer materials filed as a part of the Tender Offer
Statement on Schedule TO, in each case, as amended from time to
time. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A
RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT CONTAIN
IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED
BY THE COMPANY’S STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE TENDER OFFER. Investors may obtain a free copy of
both the tender offer materials and the solicitation/recommendation
statement (when each become available) and other relevant documents
filed by Merger Sub or the Company with the SEC at the SEC’s Web
site at http://www.sec.gov. The tender offer materials and the
solicitation/recommendation statement filed by Merger Sub and the
Company, respectively, with the SEC may also be obtained for free
from the Investor Relations section of the Company’s web site
(http://investor.athome.com/) or by directing a request to: the
Company, 1600 East Plano Parkway, Plano, Texas, 75074, Attention:
Investor Relations. THE COMPANY’S STOCKHOLDERS ARE ADVISED TO READ
THE TENDER OFFER MATERIALS AND THE SOLICITATION/RECOMMENDATION
STATEMENT, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO
TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED BY MERGER SUB OR THE
COMPANY WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE
ANY DECISION WITH RESPECT TO THE TENDER OFFER. THESE MATERIALS
CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER, MERGER SUB
AND THE COMPANY.
Forward-Looking Statements
This document contains forward-looking statements made pursuant
to and within the meaning of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. You can generally
identify forward-looking statements by the Company’s use of
forward-looking terminology such as “anticipate,” "are confident,"
"assume," “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “look ahead,” "look forward," “may,” “might,” "on track,"
"outlook," “plan,” “potential,” “predict,” "reaffirm," “seek,”
“should,” "trend," “will,” or “vision,” or the negative thereof or
comparable terminology regarding future events or conditions. The
forward-looking statements are not historical facts, and are based
upon the Company’s current expectations, beliefs, estimates and
projections, and various assumptions, many of which, by their
nature, are inherently uncertain and beyond its control. There can
be no assurance that management’s expectations, beliefs, estimates
and projections will be achieved and actual results may differ
materially from what is expressed in or indicated by the
forward-looking statements.
Forward-looking statements are subject to significant known and
unknown risks and uncertainties that may cause actual results,
performance or achievements in future periods to differ materially
from those assumed, projected or contemplated in the
forward-looking statements, including, but not limited to, the
following factors: the ongoing global COVID-19 pandemic and related
challenges, risks and uncertainties, including historical and
potential future measures taken by governmental and regulatory
authorities (such as requiring store closures), which have
significantly disrupted the Company’s business, employees,
customers and global supply chain, and for a period of time,
adversely impacted its financial condition (including resulting in
goodwill impairment) and financial performance, and which
disruption and adverse impacts may continue in the future; the
recent and ongoing direct and indirect adverse impacts of the
global COVID-19 pandemic to the global economy and retail industry;
the eventual timing and duration of economic stabilization and
recovery from the COVID-19 pandemic, which depends largely on
future developments; general economic conditions in the United
States and globally, including consumer confidence and spending,
and any changes to current favorable macroeconomic trends of strong
home sales, nesting and de-urbanization (which were enhanced and
accelerated due to COVID-19, and may not continue upon a successful
vaccine rollout in significant numbers that impacts consumer
behavior); the Company’s indebtedness and its ability to increase
future leverage, as well as limitations on future sources of
liquidity, including debt covenant compliance; the Company’s
ability to implement its growth strategy of opening new stores,
which was suspended for fiscal 2021 (with the exception of stores
that were at or near completion) and, while ramping significantly,
will be limited in the near term; the Company’s ability to
effectively obtain, manage and allocate inventory, and satisfy
changing consumer preferences; increasing freight and
transportation costs (including the adverse effects of
international equipment shortages) and increasing commodity prices;
the Company’s reliance on third-party vendors for a significant
portion of its merchandise, including supply chain disruption
matters and international trade regulations (including tariffs)
that have, and may continue to, adversely impact many international
vendors; the loss or disruption to operating the Company’s
distribution network; significant competition in the fragmented
home décor industry, including increasing e-commerce; the
implementation and execution of the Company’s At Home 2.0 and
omnichannel strategies and related investments; natural disasters
and other adverse impacts on regions in the United States where the
Company has significant operations; the Company’s success in
obtaining favorable lease terms and of its sale-leaseback strategy;
the Company’s reliance on the continuing growth and utility of its
loyalty program; the Company ability to attract, develop and retain
employee talent and to manage labor costs; the disproportionate
impact of its seasonal sales activity to its overall results; risks
related to the loss or disruption of the Company’s information
systems and data and its ability to prevent or mitigate breaches of
its information security and the compromise of sensitive and
confidential data; the Company’s ability to comply with privacy and
other laws and regulations, including those associated with
entering new markets; and the significant volatility of the trading
price of the Company’s common stock; the possibility that the
Company may be unable to obtain required stockholder approval or
that other conditions to closing the proposed merger may not be
satisfied, such that the proposed merger will not close or that the
closing may be delayed; general economic conditions; the proposed
merger may involve unexpected costs, liabilities or delays; risks
that the transaction disrupts current plans and operations of the
Company; the outcome of any legal proceedings related to the
proposed merger; the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement. For more details on these and other potential risks and
uncertainties, please refer to the proxy statement when filed and
the documents that the Company files with the SEC. You are
cautioned not to place undue reliance on the forward-looking
statements included herein, which speak only as of the date hereof
or the date otherwise specified herein. Except as required by law,
the Company does not undertake any obligation to update or revise
any forward-looking statements for any reason, whether as a result
of new information, future events or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210723005311/en/
Hellman & Friedman Investor Relations: Scott Winter /
Arthur Crozier Innisfree M&A Incorporated (212) 750-5833
Media: Winnie Lerner / Andrew Johnson Finsbury Glover Hering
917.375.5652 / 914.497.5138 Winnie.Lerner@fgh.com /
Andrew.Johnson@fgh.com
At Home Investor Relations: Arvind Bhatia, CFA
972.265.1299 ABhatia@AtHome.com
Bethany Johns 972.265.1326 BJohns@AtHome.com
Additional Investors: Dan Burch MacKenzie Partners, Inc.
212-929-5748 dburch@mackenziepartners.com Jeanne Carr MacKenzie
Partners, Inc. 917.648.4478 jcarr@mackenziepartners.com
Media: Carey Marin 214.914.1157
MediaRelations@AtHome.com
Or
Sharon Stern / Adam Pollack / Joseph Sala Joele Frank, Wilkinson
Brimmer Katcher 212.355.4449 Home-JF@joelefrank.com
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