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): June 12, 2020 (June 8, 2020)
AT HOME GROUP INC.
(Exact name of registrant as specified in charter)
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Delaware |
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001-37849 |
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45-3229563 |
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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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1600 East Plano Parkway
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75074 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (972) 265-6227
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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, par value $0.01 per share |
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HOME |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On June 8, 2020, At Home Holding III Inc. and At Home Stores LLC (collectively, the “Borrowers”), each of which is a wholly owned subsidiary of At Home Group Inc. (the “Company”), entered into a letter agreement (the “Letter Agreement”) with Bank of America, N.A., in its capacity as administrative agent (the “Administrative Agent”), and certain lenders (collectively, the “Lenders”) party to that certain Credit Agreement, dated as of October 5, 2011 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), among the Borrowers, the guarantors party thereto, the Administrative Agent and the other lenders party thereto.
In the Letter Agreement, the Administrative Agent and the Lenders consented to an extension of the deadline contained in the Credit Agreement for delivery by the Borrowers of required financial statements for the Company’s fiscal quarter ended April 25, 2020 (the “April 2020 Financials”) to the later to occur of (x) June 24, 2020 and (y) the date that the April 2020 Financials are required to be delivered pursuant to the First Lien Loan Documents (as defined in the Credit Agreement) (provided that the date provided for in this clause (y) is no later than July 20, 2020, the date such April 2020 Financials are required to be filed with the SEC pursuant to the SEC Order referenced in the Company’s Form 8-K filed with the SEC on June 4, 2020) (such later date, the “Extended Reporting Deadline”). The Letter Agreement provides that any failure to deliver the April 2020 Financials by the Extended Reporting Deadline shall result in an Event of Default under Section 8.01(c) of the Credit Agreement (without regard to the grace period set forth therein).
The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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Exhibit Number |
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Description |
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10.1 |
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104 |
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Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline Instance XBRL document. |
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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.
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AT HOME GROUP INC. |
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Date: June 12, 2020 |
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/s/ MARY JANE BROUSSARD |
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Name: |
Mary Jane Broussard |
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Title: |
Senior Vice President, General Counsel and Corporate Secretary |
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Bank of America, N.A.,
as Administrative Agent
100 Federal Street, 9th Floor
Boston, MA 02110
June 8, 2020
At Home Holding III Inc.
At Home Stores LLC
1600 E. Plano Pkwy
Plano, TX 75074
Attention: Jeffrey R. Knudson
Re: Extension of Due Date for Delivery of 2020 First Quarter Financial Statements
Ladies and Gentlemen:
Reference is made to that certain Credit Agreement, dated as of October 5, 2011 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), by and among (a) At Home Holding III Inc. (formerly known as GRD Holding III Corporation), a Delaware corporation, and At Home Stores LLC (as successor in interest to Garden Ridge L.P.), a Delaware limited liability company (collectively, the “Borrowers” and each individually, a “Borrower”), (b) At Home Holding II Inc., a Delaware corporation (“Holdings”), (c) each other Guarantor from time to time party thereto, (d) each Lender from time to time party thereto, (e) Bank of America, N.A., as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”), Swing Line Lender and L/C Issuer, (f) and the other agents and arrangers from time to time party thereto. Capitalized terms used herein and not defined shall have the meaning assigned to such terms in the Credit Agreement.
The Borrowers are required to deliver to the Administrative Agent not later than 45 days after the fiscal quarter of the Borrowers ended April 25, 2020, the financial statements required pursuant to Section 6.01(b) of the Credit Agreement in respect of such fiscal quarter (the “First Quarter 2020 Financials”) (the deadline for the delivery of the First Quarter 2020 Financials being herein referred to as the “Financial Reporting Deadline”).
The Borrowers have (i) informed the Administrative Agent and the Lenders that the Borrowers will not be able to meet the Financial Reporting Deadline and (ii) requested that the Administrative Agent and the Lenders consent to extend the Financial Reporting Deadline to the date that is the later to occur of (x) June 24, 2020 and (y) the date that the First Quarter 2020 Financial Statements are required to be delivered pursuant to the First Lien Loan Documents; provided that the date provided by this clause (y) is no later than July 20, 2020, the date such First Quarter Financials are required to be filed with the SEC pursuant to the SEC Order referenced in the Borrowers’ Form 8-K filed with the SEC on June 4, 2020 (such date, the “Extended Financial Reporting Deadline”).
Notwithstanding the requirements contained in Sections 6.01(b) of the Credit Agreement, the Administrative Agent and the undersigned Lenders hereby consent to an extension of the Financial Reporting Deadline to the Extended Financial Reporting Deadline. The Loan Parties hereby acknowledge and agree that the failure to deliver the First Quarter 2020 Financials by the Extended Financial Reporting Deadline shall constitute an Event of Default under Section 8.01(c) of the Credit Agreement (without regard to the grace period set forth therein).
This letter agreement (this “Agreement”) shall be effective as of the date first set forth above and is subject to the condition precedent that it shall be executed and delivered by the Required Lenders, the Administrative Agent, the Borrowers and the Guarantors.
This Agreement relates only to the specific matters expressly covered herein, shall not be considered to be an amendment of any rights or remedies the Lenders or the Administrative Agent may have under the Credit Agreement or under any other Loan Document (except as expressly set forth herein), and shall not be considered to create a course of dealing or to otherwise obligate in any respect any Lender or the Administrative Agent to execute any similar or other consent or grant any amendments under the same or similar or other circumstances in the future.
The Borrowers shall pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent (including the reasonable fees, charges and disbursements of counsel to the Administrative Agent) incurred in connection with the preparation, negotiation, execution and delivery of this Agreement, in each case, in accordance with Section 10.04 of the Credit Agreement.
THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, BUT INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier (or electronic mail (including in PDF format)) shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement constitutes a “Loan Document” under the Credit Agreement.
[SIGNATURE PAGES FOLLOW]
If the foregoing is in accordance with your understanding, please sign and return this letter agreement to us.
Very truly yours,
BANK OF AMERICA, N.A.,
as Administrative Agent, Swing Line Lender and L/C Issuer
By: /s/ Brian Lindblom
Name:Brian Lindblom
Title:Senior Vice President
[At Home Stores – Signature Page to Consent]
BANK OF AMERICA, N.A.,
as a Lender
By: /s/ Brian Lindblom
Name:Brian Lindblom
Title:Senior Vice President
[At Home Stores – Signature Page to Consent]
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By: /s/ Brendan Hogan
Name:Brendan Hogan
Title:Assistant Vice President
[At Home Stores – Signature Page to Consent]
REGIONS BANK, as a Lender
By: /s/ Ankur Shah
Name:Ankur Shah
Title:Director
[At Home Stores – Signature Page to Consent]
U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By: /s/ Steven C. Gonzalez
Name:Steven C. Gonzalez
Title:Vice President
[At Home Stores – Signature Page to Consent]
the date first above written:
BORROWERS:
AT HOME HOLDING III INC.
By: /s/ Jeffrey R. Knudson
Name:Jeffrey R. Knudson
Title:Chief Financial Officer
AT HOME STORES LLC
By: /s/ Jeffrey R. Knudson
Name:Jeffrey R. Knudson
Title:Chief Financial Officer
[At Home Stores – Signature Page to Consent]
GUARANTORS:
AT HOME COMPANIES LLC
AT HOME HOLDING II INC.
AT HOME PROPERTIES LLC
1600 EAST PLANO PARKWAY, LLC
2650 WEST INTERSTATE 20, LLC
11501 BLUEGRASS PARKWAY LLC
12990 WEST CENTER ROAD LLC
1944 SOUTH GREENFIELD ROAD LLC
4700 GREEN ROAD LLC
4304 WEST LOOP 289 LLC
642 SOUTH WALNUT AVENUE LLC
15065 CREOSOTE ROAD LLC
335 N. ACADEMY BOULEVARD (1031), LLC
1660 W. MIDWAY BOULEVARD (1031), LLC
3003 WEST VINE, LLC
7613 NORTH EAST LOOP 1604, LLC
334 CHICAGO DRIVE, LLC
4949 GREENWOOD DRIVE, LLC
2251 SOUTHWYCK BLVD, LLC
1605 BUFORD HWY, LLC
1267 CENTRAL PARK DR, LLC
4801 183A TOLL ROAD, LLC
19000 LIMESTONE COMMERCIAL DR, LLC
5501 GROVE BLVD, LLC
1600 W. KELLY AVENUE, LLC
1919 WELLS RD, LLC
7697 WINCHESTER RD, LLC
1000 TURTLE CREEK DRIVE LLC
2201 PORTER CREEK DR LLC
2000 E. SANTA FE LLC
301 S TOWN EAST MALL DR LLC
621 SW 19TH STREET LLC
4200 AMBASSADOR CAFFERY PKWY LLC
4405 PHEASANT RIDGE DR LLC
6360 RIDGEWOOD COURT DR LLC
AT HOME RMS INC.
AT HOME PROCUREMENT INC.
AT HOME GIFT CARD LLC
By: /s/ Jeffrey R. Knudson
Name:Jeffrey R. Knudson
Title:Chief Financial Officer
[At Home Stores – Signature Page to Consent]
GUARANTORS (Con’t):
1376 E. 70TH STREET LLC
25 PACE BLVD LLC
2780 WILMA RUDOLPH BOULEVARD LLC
E. WILLIAMS FIELD RD LLC
3000 KIRBY DRIVE LLC
3551 S 27TH STREET LLC
4833 WATERVIEW MEADOW DR LLC
10800 ASSEMBLY PARK DR LLC
1050 W. ELLIOTT RD LLC
15255 N NORTHSIGHT BLVD LLC
1811 MONOCACY BLVD LLC
2016 GRAND CYPRESS DR LLC
2301 EARL RUDDER FRWY S LLC
24340 NORTHWEST FREEWAY LLC
2520 MACARTHUR RD LLC
300 TANGER OUTLET BLVD LLC
3002 FIREWHEEL PARKWAY LLC
3015 W 86TH ST LLC
361 NEWNAN CROSSING BYPASS LLC
4825 MARBURG AVENUE LLC
535 PLEASANT GROVE RD LLC
5540 STATE HIGHWAY 121 LLC
602 US HWY 287 LLC
7050 WATTS RD LLC
8651 AIRPORT FREEWAY LLC
9570 FIELDS ERTEL ROAD LLC
By: /s/ Jeffrey R. Knudson
Name:Jeffrey R. Knudson
Title:Chief Financial Officer
[At Home Stores – Signature Page to Consent]