At Home Group Inc. (Form: SC TO-T/A, Received: 07/21/2021 08:38:22)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

AT HOME GROUP INC.

(Name of Subject Company (Issuer))

Ambience Merger Sub, Inc.

(Name of Filing Person — Offeror)

Ambience Parent, Inc.

(Name of Filing Person — Offeror)

Hellman & Friedman Investors IX, L.P.
H&F Corporate Investors IX, Ltd.
Hellman & Friedman Investors X, L.P.
H&F Corporate Investors X, Ltd.

(Names of Filing Persons — Other)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

04650Y100

(CUSIP Number of Class of Securities)

Ambience Merger Sub, Inc.
c/o Hellman & Friedman LLC
415 Mission Street, Suite 5700
San Francisco, CA 94105
Attention: Arrie Park
(415) 788-5111

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Kathryn King Sudol
Katherine Krause
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000

CALCULATION OF REGISTRATION FEE


Transaction Valuation(1)	Amount of Filing Fee(2)
$2,641,836,080.35		$	288,224.32

(1)

Solely for the purpose of calculating the filing fee, the underlying value of the transaction was calculated based on the sum of (a) the product of 65,577,276 shares of common stock and $37.00 per share; (b) the product of 7,129,597 shares of common stock underlying outstanding options and $23.55, which is the difference between $37.00 and the weighted average exercise price of $13.45 per share of the underlying outstanding stock options; (c) the product of 853,557 shares of common stock underlying outstanding restricted stock unit awards and $37.00 per share; and (d) the product of 432,250 shares of common stock underlying outstanding performance stock unit awards and $37.00 per share.

(2)

Calculated in accordance with Rule 0-11 under the Securities and Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2021, issued August 26, 2020, by multiplying the transaction value by 0.0001091.

☒

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $288,224.32Filing Party: Ambience Merger Sub Inc.

Form of Registration No.: Schedule TO-TDate Filed: June 22, 2021

☐

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒ Third-party tender offer subject to Rule 14d-1.

☐ Issuer tender offer subject to Rule 13e-4.

☐ Going-private transaction subject to Rule 13e-3.

☐ Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐ Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (which, together with any exhibits, amendments and supplements thereto, collectively constitute this “Schedule TO”), filed with the Securities and Exchange Commission on June 22, 2021 by Ambience Merger Sub, Inc., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Ambience Parent, Inc. a Delaware corporation (“Parent”). The Schedule TO relates to the tender offer by Purchaser to purchase all of the outstanding shares of common stock, par value $0.01 per share (“Shares”), of At Home Group Inc., a Delaware corporation (“At Home”), at a price of $37.00 per share, net to the seller in cash without interest and subject to any applicable withholding taxes, if any, upon the terms and conditions set forth in the offer to purchase dated June 22, 2021 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which, together with any amendments or supplements, collectively constitute the “Offer”.

All of the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1, 4, 6 and 11 of this Schedule TO, and is supplemented by the information specifically provided in this Amendment. This Amendment should be read together with the Schedule TO.

Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase.

This Amendment is being filed to amend and supplement Items 1 through 9, Item 11, and Item 12, as reflected below.

Items 1 through 9 and Item 11.

Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as set forth below:

On July 21, 2021, Purchaser announced an extension of the Expiration Date until 5:00 p.m., New York City time, on July 22, 2021, unless further extended or earlier terminated in accordance with the Merger Agreement. The Offer was previously scheduled to expire one minute after 11:59 p.m., New York City time on July 20, 2021. The Purchaser is extending the Expiration Date to 5:00 p.m., New York City time, on July 22, 2021 in order to coordinate the consummation of the Offer and the Merger, in accordance with the Merger Agreement.

The Depositary has advised Purchaser 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.

Parent and Purchaser expect that the Offer will be consummated promptly following the Expiration Date (as hereby extended), subject to the satisfaction or waiver of each of the conditions to the consummation of the Offer set forth in the Merger Agreement as of the Expiration Date (as hereby extended), and that the Merger will be consummated promptly following the consummation of the Offer. In addition, all references to delivery of Shares through guaranteed delivery procedures and the Form of Notice of Guaranteed Delivery are hereby removed from the Offer to Purchase (Exhibit (a)(1)(A)), Letter of Transmittal (Exhibit (a)(1)(B)), Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(D)), Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(E)) and Form of Summary Advertisement (Exhibit (a)(1)(F)).

The press release announcing the extension of the Offer is attached hereto as Exhibit (a)(1)(H) and is incorporated herein by reference.

Item 12.

Item 12 of the Schedule TO is hereby amended by adding the following exhibit:

Index No.

(a)(1)(H) Press Release issued by Purchaser on July 21, 2021.

Item 12 of the Schedule TO is hereby amended by removing the following exhibit:

Index No.

(a)(1)(C) Form of Notice of Guaranteed Delivery.

Amendments to the Offer to Purchase and Other Exhibits to the Schedule TO.

The information set forth in the Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, as amended, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, is hereby amended and supplemented as follows: All references in the Offer to Purchase (Exhibit (a)(1)(A)), Form of Letter of Transmittal (Exhibit (a)(1)(B)), Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(D)) and Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(E)) to the expiration date of the Offer being “one minute after 11:59 p.m., New York City time, on July 20, 2021” are amended and replaced with “5:00 p.m., New York City time, on July 22, 2021”.

SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 21, 2021

AMBIENCE MERGER SUB, INC.

By:

/s/ Erik Ragatz

Name: Erik Ragatz
Title: President

AMBIENCE PARENT, INC.

By:

/s/ Erik Ragatz

Name: Erik Ragatz
Title: President

HELLMAN & FRIEDMAN INVESTORS IX, L.P.

By: H&F General Partner Corporate Investors IX, Ltd.
Its: General Partner

By:

/s/ Erik Ragatz

Name: Erik Ragatz
Title: Vice President

H&F CORPORATE INVESTORS IX, LTD.

By:

/s/ Erik Ragatz

Name: Erik Ragatz
Title: Vice President

HELLMAN & FRIEDMAN INVESTORS X, L.P.

By: H&F General Partner Corporate Investors X, Ltd.
Its: General Partner

By:

/s/ Erik Ragatz

Name: Erik Ragatz
Title: Vice President

H&F CORPORATE INVESTORS X, LTD.

By:

/s/ Erik Ragatz

Name: Erik Ragatz
Title: Vice President

Exhibit (a)(1)(H)

Hellman & Friedman Announces Satisfaction of Minimum Condition in the Tender Offer for Shares of
At Home Group and Extension of the Offer to Facilitate the Closing of the Transactions

SAN FRANCISCO, CA and PLANO, TX — July 21, 2021 — Ambience Merger Sub Inc. (the “Purchaser”), an entity controlled by funds affiliated with Hellman & Friedman (“H&F”), a premier global private equity firm, and At Home Group Inc. (“At Home”) (NYSE: Home), the home décor superstore, today announced the satisfaction of the “minimum condition” in the previously commenced cash tender offer by the Purchaser to acquire all of the issued and outstanding shares of At Home’s common stock and an extension of the tender offer to 5:00 p.m., New York City time, on July 22, 2021, unless further extended.

American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, has advised the Purchaser that, as of the initial expiration time of 11:59 p.m., New York City time, on July 20, 2021, 37,388,949 shares of common stock of At Home, representing approximately 57% of the issued and outstanding At Home shares, were tendered pursuant to the tender offer. Accordingly, the “minimum condition” in the tender offer, which requires tender of at least one share more than a majority of all issued and outstanding shares of At Home, was satisfied as of the initial expiration time. Stockholders who have already tendered their shares of common stock of At Home do not need to re-tender their shares or take any other action as a result of the extension of the expiration of the tender offer.

The Purchaser is extending the expiration of the tender offer to 5:00 p.m., New York City time, on July 22, 2021 in order to coordinate the closing of the tender offer and the merger. H&F expects the tender offer will be completed promptly following the extended expiration date of July 22, 2021, subject to the satisfaction or waiver of each of the conditions to completion of the tender offer set forth in the merger agreement as of the extended expiration date, and that the merger will be consummated promptly following the completion of the tender offer.

Innisfree M&A Incorporated is the information Agent for the tender offer and any questions or requests for the Offer to Purchase and related materials with respect to the tender offer may be directed to them by telephone, toll-free, at (877) 687-1873.

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 228 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.

Hellman & Friedman Contacts

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 Contacts

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

Sharon Stern / Adam Pollack / Joseph Sala
Joele Frank, Wilkinson Brimmer Katcher
212.355.4449
Home-JF@joelefrank.com

# # #

Exhibit No.			Description
(a)(1)(A)*			Offer to Purchase, dated June 22, 2021
(a)(1)(B)*			Form of Letter of Transmittal
(a)(1)(D)*			Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(E)*			Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(F)*			Form of Summary Advertisement as published on June 22, 2021 in Wall Street Journal
(a)(1)(G)*			Press Release issued by At Home Group Inc. on June 16, 2021 (incorporated by reference to Exhibit 99.1 to At Home Group Inc.’s Current Report on Form 8-K, filed June 16, 2021)
(a)(1)(H)			Press Release issued by Purchaser on July 21, 2021
(b)(1)*			Second Amended and Restated Credit Facilities Commitment Letter, dated as of June 16, 2021, by and among Ambience Merger Sub, Inc., Ambience Parent, Inc. and the lenders party thereto
(d)(1)*			Amended and Restated Agreement and Plan of Merger, dated as of June 16, 2021, by and among At Home Inc., Ambience Parent, Inc. and Ambience Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to At Home Group Inc.’s Current Report on Form 8-K filed June 16, 2021)
(d)(2)*			Confidentiality Agreement, dated as of February 16, 2021, by and between At Home Group Inc. and Hellman & Friedman Advisors LLC
(d)(3)*			Amended and Restated Equity Commitment Letter, dated June 16, 2021, by and among Ambience Parent, Inc., Hellman & Friedman Capital Partners IX, L.P., Hellman & Friedman Capital Partners IX (Parallel), L.P., HFCP IX (Parallel — A), L.P., H&F Executives IX, L.P., H&F Executives IX-A, L.P., H&F Associates IX 2021, L.P., Hellman & Friedman Capital Partners X, L.P., Hellman & Friedman Capital Partners X (Parallel), L.P. and HFCP X (Parallel — A), L.P.
(d)(4)*			Amended and Restated Limited Guaranty, dated as of June 16, 2021, by and between Hellman & Friedman Capital Partners IX, L.P., Hellman & Friedman Capital Partners IX (Parallel), L.P., HFCP IX (Parallel — A), L.P., H&F Executives IX, L.P., H&F Executives IX-A, L.P., H&F Associates IX 2021, L.P., Hellman & Friedman Capital Partners X, L.P., Hellman & Friedman Capital Partners X (Parallel), L.P., HFCP X (Parallel — A), L.P. and At Home Group Inc.