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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
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AT HOME GROUP INC.
(Name of Subject Company (Issuer))
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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)
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Common Stock, par value $0.01 per share
(Title of Class of Securities)
04650Y100
(CUSIP Number of Class of Securities)
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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)
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Copy to:
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Kathryn King Sudol
Katherine Krause
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
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CALCULATION OF REGISTRATION FEE
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Transaction Valuation(1)
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Amount of Filing Fee(2)
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$2,641,836,080.35
​ ​ ​ ​ $ 288,224.32 ​ ​
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(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.
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(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.
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☒
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.
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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.
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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)
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This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (as amended, 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 the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 9 and Item 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, as amended, 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:
The Offer and withdrawal rights expired as scheduled at 5:00 p.m., New York City time, on July 22, 2021. The Depositary has indicated that, as of the Expiration Date, a total of 39,002,798 Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 59.3% of the issued and outstanding Shares as of the Expiration Date.
The number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfies the Minimum Condition. As all conditions to the Offer have been satisfied or waived, Purchaser has irrevocably accepted for payment all such Shares validly tendered into and not validly withdrawn from the Offer and will promptly pay for all such Shares in accordance with the Offer.
As a result of its acceptance of the Shares tendered in the Offer, Purchaser acquired a sufficient number of Shares to complete the Merger without a vote of the stockholders of At Home pursuant to Section 251(h) of the DGCL. Accordingly, on July 23, 2021, the Purchaser expects to effect the Merger under Section 251(h) of the DGCL, pursuant to which the Purchaser will merge with and into At Home, with At Home surviving as a wholly owned subsidiary of Parent. At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time, other than Shares irrevocably accepted for purchase by Purchaser in the Offer and certain Shares specified in the Merger Agreement (including rollover shares and Shares as to which the holder thereof has properly and validly exercised their statutory rights of appraisal in respect of such Shares in accordance with Section 262 of the DGCL), will be converted automatically into the right to receive $37.00 in cash, net to the holder of such Share in cash, without interest, but subject to any applicable withholding taxes (which is the same amount per Share paid in the Offer).
Following the Merger, all Shares will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.
The press release announcing the expiration and results of the Offer is attached hereto as Exhibit (a)(1)(I) and is incorporated herein by reference.
Item 12.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
 
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EXHIBIT INDEX
Exhibit No.
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Description
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(a)(1)(A)* ​ ​ ​
(a)(1)(B)* ​ ​ ​
(a)(1)(D)* ​ ​ ​
(a)(1)(E)* ​ ​ ​
(a)(1)(F)* ​ ​ ​
(a)(1)(G)* ​ ​ ​
(a)(1)(H)* ​ ​ ​
(a)(1)(I) ​ ​ ​
(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)* ​ ​ ​
(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. ​
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*
Previously filed.
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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 23, 2021
AMBIENCE MERGER SUB, INC.
By: /s/ Erik Ragatz
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Name: Erik Ragatz
Title: President
AMBIENCE PARENT, INC.
By: /s/ Erik Ragatz
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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
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Name: Erik Ragatz
Title: Vice President
H&F CORPORATE INVESTORS IX, LTD.
By: /s/ Erik Ragatz
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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
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Name: Erik Ragatz
Title: Vice President
H&F CORPORATE INVESTORS X, LTD.
By: /s/ Erik Ragatz
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Name: Erik Ragatz
Title: Vice President
 
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