AT HOME GROUP INC. Item 1.01. Entry into a Material Definitive Agreement.
Amended and Restated Merger Agreement
On
The Amended and Restated Merger Agreement provides that, among other things and
subject to the terms and conditions set forth therein, Merger Sub will (and
Parent will cause Merger Sub to) commence a tender offer (the "Offer") as
promptly as reasonably practicable (but in no event later than five (5) business
days following the date of the Amended and Restated Merger Agreement) to
purchase all of the issued and outstanding shares (the "Shares") of common
stock, par value
The obligations of Merger Sub (and of Parent to cause Merger Sub) to consummate
the Offer are subject to the satisfaction or waiver of customary conditions,
including: (i) the condition that, prior to the expiration of the Offer, there
have been validly tendered and received (within the meaning of Section 251(h) of
the DGCL) and not validly withdrawn a number of Shares that, together with
Shares then owned by Merger Sub or its affiliates (as defined in Section 251(h)
of the DGCL), would represent at least one Share more than a majority of all
then outstanding Shares (other than certain specified shares as more
specifically described in the definition of "Minimum Condition" set forth on
Annex I to the Amended and Restated Merger Agreement); (ii) the accuracy of the
Company's representations and warranties in the Amended and Restated Merger
Agreement, subject to specified materiality qualifications; (iii) compliance by
the Company with its covenants in the Amended and Restated Merger Agreement in
all material respects; (iv) no Company Material Adverse Effect (as defined in
the Amended and Restated Merger Agreement) having occurred after the date of the
Original Agreement; (v) the absence of legal restraints or orders prohibiting
the consummation of the transactions; (vi) the completion of a specified
marketing period for the debt financing Parent and Merger Sub are using to fund
a portion of the aggregate
The Amended and Restated Merger Agreement contemplates that the Merger will be
effected pursuant to Section 251(h) of the General Corporation Law of the
Pursuant to the Amended and Restated Merger Agreement, as of the Effective Time,
(i) each Company stock option that is vested as of immediately prior to the
Effective Time or is scheduled to become vested on or prior to the first
anniversary of the date of the closing of the Merger will become fully vested
(to the extent unvested) and be converted into the right to receive an amount in
cash equal to the product of (A) the excess, if any, of the Offer Price (such
amount, in cash, the "Merger Consideration") over the applicable exercise price
of such option, multiplied by (B) the number of shares of Common Stock subject
to such option, subject to applicable withholding taxes, (ii) each restricted
stock unit award that is outstanding immediately prior to the Effective Time and
that is scheduled to become vested on or prior to the first anniversary of the
date of the closing of the Merger pursuant to the terms thereof will become
fully vested and be converted into the right to receive the Merger Consideration
in respect of each underlying share of Common Stock, subject to applicable
withholding taxes, and (iii) each performance stock unit award that is
outstanding immediately prior to the Effective Time and that is scheduled to
become vested on or prior to the first anniversary of the date of the closing of
the Merger (subject to achievement of the applicable performance goals) pursuant
to the terms thereof will, as of the Effective Time, become fully vested and
nonforfeitable with respect to the number of shares of Common Stock with respect
to which such performance stock unit award would have remained issued,
outstanding and eligible to vest following the Effective Time based on the
Company's board of directors' (the "Company Board") good faith determination of
achievement of the performance goals applicable to such performance stock unit
award as of the Effective Time and be cancelled and converted automatically into
the right to receive the Merger Consideration in respect of each underlying
share of Common Stock, subject to applicable withholding taxes. Except as
otherwise agreed in writing between any holder of a Company stock option,
restricted stock unit award, or performance stock unit award on the one hand and
Parent on the other, each Company stock option, restricted stock unit award, and
performance stock unit award that is outstanding immediately prior to the
Effective Time and that would not by its terms vest on or prior to the first
anniversary of the closing of the Merger will be cancelled and converted
automatically into a restricted cash award (an "RCA") in an amount in cash equal
to the amount payable as calculated above for such type of award that vests on
or prior to the first anniversary of the date of the closing of the Merger. Any
RCA issued by Parent or the surviving corporation shall be subject to the same
terms and conditions (including vesting conditions and schedules) applicable to
the equity incentive award from which such RCA was converted, provided, that any
RCA converted from a performance stock unit award shall no longer be subject to
performance-based vesting conditions and each scheduled vesting date applicable
to any equity incentive award that constitutes "nonqualified deferred
compensation" subject to Section 409A of the
The Company Board, based upon the unanimous recommendation of a special committee of independent and disinterested directors of the Company, has unanimously approved and declared advisable the Amended and Restated Merger Agreement and the transactions contemplated thereby, including the Offer and Merger.
The Amended and Restated Merger Agreement contains customary representations,
warranties and covenants for the Company, Parent and Merger Sub, respectively.
In addition, the Company will continue to be subject to
certain non-solicitation obligations related to alternative acquisition
proposals and certain restrictions on its activities prior to the Effective
Time. If the Merger is consummated, the Shares will be delisted from the
The Amended and Restated Merger Agreement provides certain termination rights
for both the Company and Parent, including, among others, the right of either
party to terminate the Amended and Restated Merger Agreement if the Merger is
not consummated or before
The foregoing description of the Amended and Restated Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated by reference herein.
The Amended and Restated Merger Agreement has been included to provide investors
with information regarding its terms. It is not intended to provide any other
factual information about the Company, Parent or their respective subsidiaries
or affiliates. The representations, warranties and covenants contained in the
Amended and Restated Merger Agreement were made only for purposes of the Amended
and Restated Merger Agreement as of the specific dates therein, are solely for
the benefit of the parties to the Amended and Restated Merger Agreement, may be
subject to limitations agreed upon by the contracting parties, including being
qualified by confidential disclosures made for the purposes of allocating
contractual risk among the parties to the Amended and Restated Merger Agreement
instead of establishing these matters as facts, and may be subject to standards
of materiality applicable to the contracting parties that differ from those
applicable to investors. Investors should not rely on the representations,
warranties and covenants or any descriptions thereof as characterizations of the
actual state of facts or condition of the parties thereto or any of their
respective subsidiaries or affiliates. Moreover, information concerning the
subject matter of representations and warranties may change after the date of
the Amended and Restated Merger Agreement, which subsequent information may or
may not be reflected in the Company's public disclosures. The Amended and
Restated Merger Agreement should not be read alone, but should instead be read
in conjunction with the other information regarding the Company, Parent and
Merger Sub and the transactions contemplated by the Amended and Restated Merger
Agreement that will be contained in or attached as an annex to the
recommendation statement on Schedule 14D-9 that the Company will file, and the
tender offer documents that Merger Sub will file, including a tender offer
statement on Schedule TO, in connection with the transactions contemplated by
the Amended and Restated Merger Agreement, as well as the other filings that the
Company will make with the
Parent Financing
Parent has obtained amended and restated equity and debt financing commitments for the purpose of financing the transactions contemplated by the Amended and Restated Merger Agreement and paying related fees and expenses. The obligations of the equity financing sources to provide equity financing under the equity commitment letters are subject to customary conditions. The obligations of the lenders to provide debt financing under the debt commitment letter are subject to customary conditions.
Limited Guarantee
Concurrently with the execution of the Amended and Restated Merger Agreement, the equity financing sources have entered into an amended and restated limited guarantee, pursuant to which they have agreed to guarantee Parent's obligation to pay any termination fee, reimburse and indemnify the Company with respect to certain expenses in connection with the Transactions and pay certain other amounts.
Additional Information and Where to Find It
The tender offer described in this communication has not yet been commenced. This announcement and the description contained herein is neither an offer to purchase nor a solicitation of an offer to sell any securities of the Company. At the time the tender offer is commenced, Merger Sub will file a Tender Offer Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal and other documents relating to the tender offer (collectively, the . . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits: Exhibit Number Description 2.1* Amended and Restated Agreement and Plan of Merger, dated as ofJune 16, 2021 , by and amongAmbience Parent, Inc. ,Ambience Merger Sub, Inc. andAt Home Group Inc. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline Instance XBRL document. * Schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K.The Company agrees to furnish supplementally a copy of any omitted schedule to theSEC upon its request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished.
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