Item 8.01. Other Events.
The
Board of Directors of At Home Group Inc., a Delaware corporation (the “Company”), has postponed the date of the Company’s
2021 annual meeting of stockholders (the “Annual Meeting”), originally scheduled to be held on June 16, 2021, to a date as
yet to be determined by the Company’s Board of Directors.
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
communication may be deemed to be solicitation material in respect of the proposed acquisition of the Company by an affiliate of Hellman
& Friedman LLC. In connection with the proposed Merger, the Company filed a preliminary proxy statement (the “Proxy Statement”)
with the Securities and Exchange Commission (“SEC”) on June 2, 2021, and will file with the SEC and furnish to its stockholders
a definitive proxy statement and other relevant documents. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ ALL RELEVANT
DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT AND THE DEFINITIVE PROXY STATEMENT WHEN IT BECOMES AVAILABLE (INCLUDING ALL
AMENDMENTS AND SUPPLEMENTS THERETO) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders of the Company may obtain
a free copy of the Proxy Statement, the definitive proxy statement (when it becomes available) and other relevant documents filed by the
Company with the SEC at the SEC’s Web site at http://www.sec.gov. The Proxy Statement, the definitive proxy statement (when it becomes
available) and such other documents once filed by 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 of documents filed by the Company with the SEC may also be obtained for free at the
SEC’s Web site at http://www.sec.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
limited to, the following factors: the ongoing global COVID-19 pandemic and related challenges, risks and uncertainties, including historical
and potential future measures taken by governmental and regulatory authorities (such as requiring store closures), which have 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 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 possibility that the Company may
be unable to obtain required stockholder approval or that other conditions to closing the proposed Merger may not be satisfied, such that
the proposed Merger will not close or that the closing may be delayed; general economic conditions; the proposed Merger 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; the occurrence of any event, change or other circumstances that could give rise to the termination
of the Merger Agreement. For more details on these and other potential risks and uncertainties, please refer to the Proxy Statement, the
definitive proxy statement (when it becomes available) 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.