Funds affiliated with Hellman & Friedman LLC entered into a term sheet to acquire At Home Group Inc. (NYSE:HOME) from CAS Investment Partners, LLC and other shareholders on May 6, 2021. Funds affiliated with Hellman & Friedman LLC entered into a definitive agreement to acquire At Home Group Inc. (NYSE:HOME) from CAS Investment Partners, LLC and other shareholders for $2.4 billion on May 6, 2021. Under the terms of the agreement, holder of common stocks, options, restricted stock units and preferred stock units will receive $36 per share in cash. As of June 16, 2021, the offer price was increased to $37 per share in cash. Hellman & Friedman has obtained equity and debt financing commitments for the purpose of financing the transaction. Under the terms of the revised agreement, Hellman & Friedman will commence a tender offer to acquire all outstanding shares of At Homes common stock. Following completion of the tender offer, Hellman & Friedman will complete a second-step merger in which any remaining shares of At Home will be converted into the right to receive the same per share price paid in the tender offer. The consummation of the tender offer will be conditioned on a majority of the outstanding At Home shares being tendered in the offer, together with other conditions consistent with those set forth in the original merger agreement. Upon completion of the transaction, At Home will become a privately-held company and At Homes shares will no longer trade on The New York Stock Exchange. Under the terms of the agreement, At Home may solicit alternative acquisition proposals from third parties during a 40-day go-shop period following the date of execution of the merger agreement. On June 14, 2021, the 40-day go-shop period under the terms of the transaction expired. At Home will keep the At Home name and brand. In case of termination by At Home, a fee of $77.2 million will be paid and if terminated by Hellman & Friedman a fee of $128.7 million will be paid.
Lee Bird, Chairman and Chief Executive Officer of At Home, will continue to lead the company and the management of At Home will remain same. The transaction is subject to the satisfaction of customary closing conditions, including the approval of At Homes stockholders, regulators and expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The transaction is not subject to a financing condition. At Homes Board of Directors unanimously approved the merger agreement and Hellman & Friedman board of directors also approved the transaction. As of May 17, 2021, CAS Investment Partners, LLC, At Home's largest shareholder, plans to vote against the previously announced $2.8 billion sale of the home goods retailer, as the deal "grossly undervalues" the company. The shareholder believes the company is worth about $70 per share or more, it said in the letter, while the current deal would give shareholders $36 per share. The transaction Special committee of its Board of Directors of At Home, composed entirely of independent directors, negotiated the transaction. As of June 4, 2021, CAS Investment Partners, LLC has recommended the shareholders of At Home Group to vote against the merger. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired on June 14, 2021. As of June 16, 2021, go-shop period under the agreement has expired. As of June 18, 2021, Holder of 17% of At Homes Common Stock Rejects Hellman & Friedmans Revised Offer of $37 Per Share and urges fellow stockholders to reject the insufficient and grossly undervalued tender offer. As of July 21, 2021, American Stock Transfer & Trust Co., LLC, the depositary has advised Hellman & Friedman that, as of the initial expiration time of the offer, approximately 37,388,949 shares were validly tendered and not validly withdrawn pursuant to the offer, representing approximately 57% of the outstanding shares. Accordingly, the minimum condition was satisfied as of the initial expiration time of the offer. The transaction is expected to close in the third quarter of calendar year 2021. As of June 22, 2021, the tender offer scheduled to expire on July 20, 2021. As of July 20, 2021 , H&F has extended the offer from July 20, 2021 to July 22, 2021 unless the offer is further extended or earlier terminated in accordance with the merger agreement.
David Friedland and Vanya Kasanof of Goldman Sachs & Co. LLC acted as the exclusive fairness provider and financial advisors and Warren de Wied, Steven J. Steinman, Erica Jaffe, Ezra Schneck, Nathaniel L. Asker, Caroline Sandberg, Amy L. Blackman, Jeffrey Ross, Scott B. Luftglass, Brian C. Drozda, Joshua S. Gelfand and Eli Weiss of Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal advisors to the special committee of At Home board. Adam Rifkin of Guggenheim Securities, LLC acted as financial advisor and Kathryn King Sudol, Katherine Krause, Brian Steinhardt, Russell Light, David Rubinsky, Joo Hyun Lee, Lori Lesser, Krista McManus, Sara Razi and Kelly Karapetyan of Simpson Thacher & Bartlett LLP acted as legal advisors to Hellman & Friedman. MacKenzie Partners acted as the information agent to At Home. Saratoga Proxy Consulting, LLC acted as the information agent to CAS Investment Partners, LLC. American Stock Transfer & Trust Company, LLC acted as Depository and Innisfree M&A Inc. acted as an information agent for Hellman & Friedman LLC. Goldman Sachs will receive a transaction fee that is estimated, based on the information available as of the date of announcement, at $30 million, of which $28 million is contingent upon consummation of the Merger.
Funds affiliated with Hellman & Friedman LLC completed the acquisition of At Home Group Inc. (NYSE:HOME) from CAS Investment Partners, LLC and other shareholders on July 22, 2021. The consideration is paid in an all-cash transaction and H&F valued At Home at $2.8 billion, including the assumption of debt. 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 Homes outstanding shares of common stock. All such shares have been accepted for payment in accordance with the terms of the tender offer. As a result of the transaction, 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. At Home will become a privately held company controlled by H&F, and At Homes common stock will cease trading on the New York Stock Exchange. 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.