At Home amends sale terms
At Home Group Inc. will receive another dollar per share in a restated merger agreement with private equity firm Hellman & Friedman LLC.
In May 2021, the fast-growing, value home-décor retailer initially agreed to be acquired by Hellman & Friedman for $36 per share in an all-cash transaction valued at $2.8 billion. However, CAS, the largest shareholder of At Home with a 17% stake, then sent a letter to the board outlining its opposition to the proposed deal. CAS said that the share price “grossly undervalues the company and deprives stockholders of anything resembling a fair premium.”
Looking for what it considers a more realistic valuation at $70 per share or more, CAS Investments has since filed a preliminary proxy statement with the SEC for use in soliciting votes in opposition to the sale.
Now, At Home and Hellman & Friedman 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, the private equity firm will commence a tender offer to acquire all outstanding shares of At Home's common stock.
Although the revised offer falls far short of CAS Investments’ target of $70 or more per share, the two companies noted delivers a premium of approximately 21% to the At Home'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, At Home 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 solicitation efforts. Following a unanimous recommendation by the special committee of the board of directors of At Home, the 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.
Under the terms of the revised agreement, Hellman & Friedman will commence a tender offer to acquire all outstanding shares of At Home's common stock on or before June 23, 2021. 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.
“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,” said Phil Francis, At Home’s lead independent director and chair of the special committee of the board of directors.
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.
At Home is headquartered in Plano, Texas, and currently operates 227 stores in 40 states.