At Home Group (HOME), Hellman & Friedman Amend Definitive Agreement to Increase Offer Price to $37 Per Share

June 16, 2021 10:00 AM EDT

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At Home Group Inc. (NYSE: HOME), the home décor superstore, and funds affiliated with Hellman & Friedman (H&F), a premier global private equity firm, today announced that they have entered into an amended and restated merger agreement under which H&F will acquire all outstanding shares of At Home for $37.00 per share in cash. Under the terms of the revised agreement, H&F will commence a tender offer to acquire all outstanding shares of At Home's common stock.

Following careful consideration and a unanimous recommendation by the Special Committee of the Board of Directors of At Home, the At Home Board of Directors unanimously approved the amended and restated merger agreement and recommends that all At Home stockholders tender their shares in support of the transaction once launched.

The improved offer is an increase from the prior $36.00 per share offer and delivers a significant premium of approximately 21% to the Company's closing stock price of $30.67 on May 4, 2021, the last trading day prior to media speculation regarding a possible transaction, and a premium of approximately 28% to the 30-day volume weighted average share price. On June 15, 2021 the Company announced the expiration of the 40-day “go-shop” period under the terms of the prior merger agreement, which resulted in no new offers for the Company despite exhaustive solicitation efforts.

Phil Francis, At Home’s Lead Independent Director and Chair of the Special Committee of the Board of Directors, said, “Throughout this process the Special Committee has been singularly focused on maximizing value for At Home stockholders, and the enhanced H&F offer does just that. The Board unanimously recommends that all At Home stockholders tender their shares into the increased H&F offer, which provides substantial cash premium value in a timely manner and limits stockholders’ exposure to the significant risks inherent in the Company’s business plan, even with flawless execution.”

Erik Ragatz, Partner at H&F, said, “This increased offer represents our commitment to completing this transaction expeditiously. We determined that the tender offer structure was the appropriate step to achieve the most effective path to closing, and we further believe that this path allows the At Home stockholders to directly act to accept the compelling and immediate value inherent in our transaction. H&F is a disciplined investor, and this price increase represents our best and final offer for the Company. We have appreciated the constructive dialogue with the At Home Special Committee throughout this process and look forward to completing this transaction.”

Key Transaction Terms

Under the terms of the revised agreement, H&F will commence the tender offer on or before June 23, 2021. 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. Following completion of the tender offer, H&F 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. Upon completion of the merger, At Home will become a private company and shares of At Home common stock will no longer be listed on any public market.

Stockholders who would like to tender their shares or with questions about the tender offer may contact Innisfree M&A Incorporated, who will act as Information Agent for the tender offer at (888) 750-5834 (toll free).

Goldman Sachs & Co. LLC is serving as exclusive financial advisor and Fried, Frank, Harris, Shriver & Jacobson LLP as legal counsel to At Home’s Special Committee of the Board of Directors. Guggenheim Securities, LLC is serving as financial advisor and Simpson Thacher & Bartlett LLP as legal counsel to Hellman & Friedman.



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