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OFFON

AT HOME GROUP INC.

(HOME)
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AT HOME GROUP INC. : Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

07/23/2021 | 10:50am EST

Item 1.02. Termination of a Material Definitive Agreement.

Termination of Credit Agreement

On July 23, 2021, in connection with the transactions contemplated by the Merger Agreement, the Company repaid in full all indebtedness, liabilities and other obligations under, and terminated that certain Credit Agreement, dated October 5, 2011 (as amended, restated, supplemented or otherwise modified), by and among At Home Holding III Inc. and At Home Stores LLC, as borrowers, At Home Holding II Inc., as holdings, each guarantor from time to time party thereto, Bank of America, N.A., as the administrative agent, swing line lender and L/C issuer, each other lender from time to time party thereto and the other parties thereto.

Redemption of Senior Secured Notes

In connection with the transactions contemplated by the Merger Agreement, on July 13, 2021, At Home Holding III Inc., a wholly-owned indirect subsidiary of the Company (the "Issuer"), delivered to the holders of the Issuer's 8.750% senior secured notes due 2025 (the "Notes") a conditional notice of redemption (the "Conditional Notice") relating to the full redemption of all of its issued and outstanding Notes (the "Redemption"), pursuant to the Indenture dated as of August 20, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the "Indenture"), by and among the Issuer, the guarantors party thereto, and Wells Fargo Bank, National Association, as trustee and as collateral agent (the "Trustee"). The Conditional Notice provided that the Issuer shall conditionally redeem the entire outstanding aggregate principal amount of the Notes on July 23, 2021, subject to and conditioned upon the completion of the Offer and the Merger. As a result of the completion of the Offer and the Merger, the redemption condition set forth in the Conditional Notice was satisfied. Consequently, on July 23, 2021, following deposit of the redemption price and other applicable amounts with the Trustee, the Notes were redeemed in full and the Indenture was satisfied and discharged. The Notes were redeemed at the following redemption price: (1) 10% of the aggregate original principal amount of the Notes issued under the Indenture were redeemed at a redemption price of 103.0% of the principal amount thereof, plus accrued and unpaid interest on such Notes, but excluding the date of redemption and (2) the then remaining Notes were redeemed at a redemption price of 100.0% of the principal amount thereof, plus the Applicable Premium (as defined in the Indenture) and accrued and unpaid interest on such Notes, but excluding the date of redemption. Notwithstanding the foregoing, certain customary provisions of the Indenture, including those relating to the compensation and indemnification of the trustee, will survive.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The disclosures under the Introductory Note are incorporated herein by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or Standard; Transfer of Listing.

The disclosures under the Introductory Note are incorporated herein by reference.

On July 23, 2021, At Home (i) notified the New York Stock Exchange (the "NYSE") of the consummation of the Merger and (ii) requested that the NYSE (A) suspend trading of the Shares effective before the opening of trading on July 23, 2021, and (B) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result, the Shares will no longer be listed on the NYSE. At Home intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the suspension of At Home's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03. Material Modification to Rights of Security Holders.

The disclosures under the Introductory Note, Item 3.01, Item 5.01 and Item 5.03 are incorporated herein by reference.

Item 5.01. Change in Control of Registrant.

The disclosures under the Introductory Note, Item 3.01, Item 5.02 and Item 5.03 are incorporated herein by reference.

As a result of the consummation of the Offer and the Merger, there was a change in control of At Home, and At Home became an indirect wholly owned subsidiary of Parent. Parent is an affiliate of funds advised by H&F. To the knowledge of At Home, there are no arrangements that may at a subsequent date result in a further change in control of At Home.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Merger Agreement, as of the Effective Time, Steve K. Barbarick, Wendy A. Beck, Paula L. Bennett, Lewis L. Bird III, John J. Butcher, Elisabeth B. Charles, Joanne C. Crevoiserat, Philip L. Francis, and Kenneth M. Simril each resigned as a director of At Home. These resignations were not a result of any disagreement between At Home and the directors on any matter relating to At Home's operations, policies or practices.

Pursuant to the Merger Agreement, as of the Effective Time, the director of Merger Sub immediately prior to the Effective Time became the director of the Surviving Corporation, and the officers of At Home immediately prior to the Effective Time continued as the officers of the Surviving Corporation. The director of Merger Sub immediately prior to the Effective Time was Erik Ragatz. Information regarding the new director has been previously disclosed in Schedule I of the Offer to Purchase to the Tender Offer Statement on Schedule TO filed by Merger Sub with the SEC on June 22, 2021 , as subsequently amended, which is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, as of the Effective Time, At Home's certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the "Third Amended and Restated Certificate of Incorporation"). A copy of the Third Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Immediately thereafter, the Third Amended and Restated Certificate of Incorporation was further amended and restated in its entirety to be in the form of the certificate of incorporation of Parent (the "Fourth Amended and Restated Certificate of Incorporation"). A copy of the Fourth Amended and Restated Certificate of Incorporation is filed as Exhibit 3.2 to this Current Report on Form 8-K, and is incorporated herein by reference.

In accordance with the Merger Agreement, at the Effective Time, the bylaws of the Company remained unchanged. Immediately thereafter, the bylaws were amended and restated in their entirety. A copy of such amended and restated bylaws is attached as Exhibit 3.3 to this Current Report on Form 8-K, and is incorporated herein by reference.



Item 8.01. Other Events.



As the Company previously announced, the 2021 annual meeting of stockholders (the "Annual Meeting") will only be held if the Merger is not completed. As a result of the closing of the Merger, the Annual Meeting has been cancelled.

On July 23, 2021, the Company and H&F issued a joint press release announcing the closing of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.




(d)         Exhibits:



Exhibit Number                                Description

  2.1                Amended and Restated Agreement and Plan of Merger, dated as of
                   June 16, 2021, by and among Ambience Parent, Inc., Ambience Merger
                   Sub, Inc. and At Home Group Inc. (incorporated by reference to
                   Exhibit 2.1 to the Current Report on Form 8-K filed by the Company
                   with the SEC on June 17, 2021).
  3.1                Third Amended and Restated Certificate of Incorporation of At
                   Home Group Inc., dated July 23, 2021.
  3.2                Fourth Amended and Restated Certificate of Incorporation of At
                   Home Group Inc., dated July 23, 2021.
  3.3                Second Amended and Restated Bylaws of At Home Group Inc.,
                   adopted as of July 23, 2021.
  99.1               Press Release, dated July 23, 2021.
104                Cover Page Interactive Data File - the cover page XBRL tags are
                   embedded within the Inline Instance XBRL document.

© Edgar Online, source Glimpses

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Financials (USD)
Sales 2021 1 737 M - -
Net income 2021 -150 M - -
Net Debt 2021 1 587 M - -
P/E ratio 2021 -10,5x
Yield 2021 -
Capitalization 2 426 M 2 426 M -
EV / Sales 2020 1,61x
EV / Sales 2021 1,82x
Nbr of Employees 7 692
Free-Float 99,4%
Chart AT HOME GROUP INC.
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At Home Group Inc. Technical Analysis Chart | HOME | US04650Y1001 | MarketScreener
Income Statement Evolution
Managers and Directors
Peter S. G. Corsa President & Chief Operating Officer
Sumit Anand Chief Information Officer & Head-Strategy
Mary Jane Broussard Secretary & Chief Administrative Officer
Arvind Bhatia Vice President-Investor Relations
Ashley F. Sheetz Chief Marketing & Digital Officer
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