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 1516, 2021 (June 15 16, 2021)

AT HOME GROUP INC.

(Exact name of registrant as specified in charter)

Delaware

001-37849

45-3229563

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1600 East Plano Parkway

Plano, Texas

75074

(Address of Principal Executive Offices)

(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)

x¨ 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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		HOME		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 8.01. Other Events.

~~The~~On ~~Board~~June of16, ~~Directors~~2021, of At Home Group Inc., a Delaware corporation (“At Home” or the “Company”), ~~has~~issued ~~postponed~~a press release announcing the ~~date~~execution of ~~the~~an ~~Company’s 2021~~Amended ~~annual~~and ~~meeting~~Restated Agreement and Plan of ~~stockholders~~Merger (the “~~Annual~~Amended ~~Meeting~~and Restated Merger Agreement”), made ~~originally~~and ~~scheduled~~entered tointo beas ~~held~~of on June 16, 2021, toby and among At Home, Ambience Parent, Inc., a ~~date~~Delaware ascorporation (“Parent”) ~~yet~~and toAmbience beMerger ~~determined~~Sub, byInc., ~~the~~a ~~Company’s~~Delaware ~~Board~~corporation and wholly owned subsidiary of ~~Directors~~Parent (“Merger Sub”). The Amended and Restated Merger Agreement amends and restates that certain Agreement and Plan of Merger, dated as of May 6, 2021. Parent and Merger Sub are affiliates of investment funds advised by Hellman & Friedman LLC.

~~On June 15, 2021, the Company issued a press release to announce the postponement of the Annual Meeting.~~ A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Additional Information and Where to Find It

~~This~~In connection with the proposed ~~communication~~acquisition ~~may~~of beAt ~~deemed~~Home toGroup beInc. ~~solicitation~~(the ~~material~~“Company”), inAmbience ~~respect~~Merger Sub, Inc. (“Merger Sub”), will commence a tender offer for all of the ~~proposed~~outstanding ~~acquisition~~shares of the Company. byThe antender ~~affiliate~~offer ofhas ~~Hellman~~not commenced. This communication is for informational purposes &only ~~Friedman~~and ~~LLC.~~is Inneither ~~connection~~an ~~with~~offer ~~the~~to ~~proposed~~purchase ~~Merger,~~nor a solicitation of an offer to sell any securities of the Company. ~~filed~~It ais ~~preliminary~~also ~~proxy~~not ~~statement~~a (substitute for the ~~“Proxy~~tender ~~Statement”)~~ offer materials that Merger Sub will file with the Securities and Exchange Commission (the “SEC”) onupon ~~June~~commencement of 2,the ~~2021~~tender offer. Following the commencement of the tender offer, ~~and~~Merger Sub will file tender offer materials on Schedule TO with the SEC, and ~~furnish~~the toCompany ~~its~~will ~~stockholders~~ file a ~~definitive~~Solicitation/Recommendation ~~proxy~~Statement ~~statement~~on ~~and~~Schedule ~~other~~14D-9 ~~relevant~~with ~~documents.~~the ~~INVESTORS~~SEC ~~AND~~with ~~STOCKHOLDERS~~respect OFto the tender offer. THE ~~COMPANY~~TENDER ~~ARE~~OFFER ~~ADVISED~~MATERIALS (INCLUDING AN OFFER TO ~~READ~~PURCHASE, ~~ALL~~A ~~RELEVANT DOCUMENTS~~RELATED ~~FILED~~LETTER ~~WITH~~OF ~~THE~~TRANSMITTAL ~~SEC,~~AND ~~INCLUDING~~CERTAIN ~~THE~~OTHER ~~PROXY~~TENDER ~~STATEMENT~~OFFER DOCUMENTS) AND THE ~~DEFINITIVE~~SOLICITATION/RECOMMENDATION ~~PROXY~~ STATEMENT ~~WHEN~~WILL ITCONTAIN ~~BECOMES~~IMPORTANT ~~AVAILABLE~~INFORMATION ~~(INCLUDING~~THAT ~~ALL AMENDMENTS~~SHOULD BE READ CAREFULLY AND ~~SUPPLEMENTS~~CONSIDERED ~~THERETO)~~BY ~~BECAUSE~~THE ~~THEY~~COMPANY’S STOCKHOLDERS ~~WILL~~BEFORE ~~CONTAIN~~ANY ~~IMPORTANT~~DECISION ~~INFORMATION.~~IS ~~Investors~~MADE ~~and~~WITH ~~stockholders~~RESPECT ofTO ~~the~~THE ~~Company~~TENDER OFFER. Investors may obtain a free copy of both the ~~Proxy~~tender ~~Statement,~~offer materials and the ~~definitive~~solicitation/recommendation ~~proxy~~ statement (when iteach ~~becomes~~become available) and other relevant documents filed by Merger Sub or the ~~Company~~ Company with the SEC at the SEC’s Web site at http://www.sec.gov. The ~~Proxy~~tender ~~Statement,~~offer ~~the~~materials ~~definitive proxy statement (when it becomes available)~~ and ~~such~~the ~~other~~solicitation/recommendation ~~documents~~ statement once filed by Merger Sub or the Company with the SEC may also be obtained for free from the Investor Relations section of the Company’s web site (http://investor.athome.com/) or by directing a request to: the Company, 1600 East Plano Parkway, Plano, Texas, 75074, Attention: Investor Relations. ~~Copies~~THE ofCOMPANY’S ~~documents~~STOCKHOLDERS ~~filed~~ARE byADVISED ~~the~~TO ~~Company~~READ ~~with~~THE ~~the~~TENDER ~~SEC~~OFFER ~~may~~MATERIALS ~~also~~AND beTHE ~~obtained~~SOLICITATION/RECOMMENDATION STATEMENT, ~~for~~AS ~~free~~EACH atMAY ~~the~~BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED BY MERGER SUB OR THE COMPANY WITH THE SEC’s ~~Web~~WHEN ~~site~~THEY atBECOME ~~http://www~~AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER.~~sec~~ THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER, MERGER SUB AND THE COMPANY.~~gov.~~

Participants in the Solicitation

The Company and its officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed Merger. Information about the Company’s executive officers and directors is set forth in the Company’s Annual Report on Form 10-K, which was filed by the Company with the SEC on March 24, 2021, the proxy statement for the Annual Meeting, which was filed by the Company with the SEC on May 4, 2021 and the Proxy Statement, which was filed by the Company with the SEC on June 2, 2021. Investors and stockholders of the Company may obtain more detailed information regarding the direct and indirect interests of the Company and its executive officers and directors in the proposed Merger by reading the Proxy Statement and the definitive proxy statement regarding the proposed Merger when it is filed with the SEC. You may obtain free copies of these documents as described in the preceding paragraph (including the definitive proxy statement, when available).

Cautionary Statements Regarding Forward-Looking Information

This document contains forward-looking statements made pursuant to and within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can generally identify forward-looking statements by the Company’s use of forward-looking terminology such as “anticipate”, “are confident”, “assume”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “look ahead”, “look forward”, “may”, “might”, “on track”, “outlook”, “plan”, “potential”, “predict”, “reaffirm”, “seek”, “should”, “trend”, “will”, or “vision”, or the negative thereof or comparable terminology regarding future events or conditions. The forward-looking statements are not historical facts, and are based upon the Company’s current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond its control. There can be no assurance that management’s expectations, beliefs, estimates and projections will be achieved and actual results may differ materially from what is expressed in or indicated by the forward-looking statements.

Forward-looking statements are subject to significant known and unknown risks and uncertainties that may cause actual results, performance or achievements in future periods to differ materially from those assumed, projected or contemplated in the forward-looking statements, including, but ~~not~~ not limited to, the following factors: the ongoing global COVID-19 pandemic and related challenges, risks and uncertainties, including ~~historical~~ historical and potential future measures taken by governmental and regulatory authorities (such as requiring store closures), which have ~~significantly~~ significantly disrupted the Company’s business, employees, customers and global supply chain, and for a period of time, adversely impacted its financial condition (including resulting in goodwill impairment) and financial performance, and which disruption and adverse impacts may continue in the future; the recent and ongoing direct and indirect adverse impacts of the global COVID-19 pandemic to the global economy and retail industry; the eventual timing and duration of economic stabilization and recovery from the COVID-19 pandemic, which depends largely on future developments; general economic conditions in the United States and globally, including consumer confidence and spending, and any changes to current favorable macroeconomic trends of strong home sales, nesting and de-urbanization (which were enhanced and accelerated due to COVID-19, and may not continue upon a successful vaccine rollout in significant numbers that impacts consumer behavior); the Company’s indebtedness and its ability to increase future leverage, as well as limitations on future sources of liquidity, including debt covenant compliance; the Company’s ability to implement its growth strategy of opening new stores, which was suspended for fiscal 2021 (with the exception of stores that were at or near completion) and, while ramping significantly, will be limited in the near term; the Company’s ability to effectively obtain, manage and allocate inventory, and satisfy changing consumer preferences; increasing freight and transportation costs (including the adverse effects of international equipment shortages) and increasing commodity prices; the Company’s reliance on third-party vendors for a significant portion of its merchandise, including supply chain disruption matters and international trade regulations (including tariffs) that have, and may continue to, adversely impact many international vendors; the loss or disruption to operating the Company’s distribution network; significant competition in the fragmented home décor industry, including increasing e-commerce; the implementation and execution of the Company’s At Home 2.0 and omnichannel strategies and related investments; natural disasters and other adverse impacts on regions in the United States where the Company has significant operations; the Company’s success in obtaining favorable lease terms and of its sale-leaseback strategy; the Company’s reliance on the continuing growth and utility of its loyalty program; the Company’s ability to attract, develop and retain employee talent and to manage labor costs; the disproportionate impact of its seasonal sales activity to its overall results; risks related to the loss or disruption of the Company’s information systems and data and its ability to prevent or mitigate breaches of its information security and the compromise of sensitive and confidential data; the Company’s ability to comply with privacy and other laws and regulations, including those associated with entering new markets; and the significant volatility of the trading price of the Company’s common stock; ~~the~~uncertainty ~~possibility~~surrounding ~~that~~how many of the Company’s ~~may be~~stockholders ~~unable~~will totender ~~obtain~~their ~~required~~shares ~~stockholder~~in ~~approval~~the ortender offer; the possibility that ~~other~~any or all of conditions to closing of the proposed ~~Merger~~transactions may not be satisfied, such that the proposed ~~Merger~~transactions will not close or that the closing may be delayed; general economic conditions; the proposed ~~Merger~~transactions may involve unexpected costs, liabilities or delays; risks that the transaction disrupts current plans and operations of the Company; the outcome of any legal proceedings related to the proposed ~~Merger~~transactions; the occurrence of any event, change or other circumstances that could give rise to the termination of the Amended and Restated Merger Agreement. For more details on these and other potential risks and uncertainties, please refer to the ~~Proxy~~recommendation statement ~~Statement~~on Schedule 14D-9 that the Company will file, and the ~~definitive~~ ~~proxy~~tender offer documents that Merger Sub will file, including a tender offer statement ~~(when~~on itSchedule ~~becomes~~TO, ~~available)~~when filed, and the other ~~relevant~~ documents that the Company files with the SEC. You are cautioned not to place undue reliance on the forward-looking statements included herein, which speak only as of the date hereof or the date otherwise specified herein. Except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statements for any reason, whether as a result of new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number	Description	~~Description~~
99.1	Press release dated June 16, 2021, announcing the entry into the Amended and Restated Merger Agreement.	~~Press release, dated June 15, 2021, announcing postponement of the Annual Meeting.~~
104	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline Instance XBRL document.	~~Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline Instance XBRL document.~~

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.

	AT HOME GROUP INC.

Date: June 15, 2021	By:	/s/ MARY JANE BROUSSARD
Date: June 16, 2021	By:	/s/ MARY JANE BROUSSARD
		Name:	Mary Jane Broussard
		Title:	Chief Administrative Officer, General Counsel & Corporate Secretary

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