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EX-1.1 - EX-1.1 - At Home Group Inc.a18-9384_1ex1d1.htm

 

 

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): April 2, 2018 (March 27, 2018)

 

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:

 

o                      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

                                 

o                      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

                                 

o                      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

                                 

o                      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 x

 

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 x

 

 

 



 

Item 8.01. Other Events.

 

On March 27, 2018, At Home Group Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with the selling stockholders listed on Schedule II thereto (collectively, the “Selling Stockholders”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co. LLC and Jefferies LLC, as the representatives of the several underwriters listed on Schedule I thereto (collectively, the “Underwriters”), relating to the sale by the Selling Stockholders of 6,900,000 shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (including 900,000 Shares which were sold in connection with the exercise in full of the Underwriters’ option to purchase additional Shares). The offering of the Shares closed on April 2, 2018. The Company did not sell any Shares in the offering or receive any proceeds from the offering.

 

The offering described in this Current Report on Form 8-K was made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-221044), filed on October 20, 2017 and declared effective by the Securities and Exchange Commission on October 31, 2017, as supplemented by the preliminary prospectus supplement dated March 26, 2018 and the final prospectus supplement dated March 27, 2018.

 

The Underwriting Agreement includes customary representations, warranties and covenants by the Company and Selling Stockholders. It also provides for customary indemnification of the Underwriters by each of the Company and the Selling Stockholders for certain liabilities, including liabilities under the Securities Act of 1933, as amended.

 

The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)    Exhibits:

 

Exhibit Number

 

Description

 

 

 

1.1

 

Underwriting Agreement, dated March 27, 2018, by and among At Home Group Inc., the selling stockholders listed on Schedule II thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co. LLC and Jefferies LLC, as representatives of the several underwriters listed in Schedule I thereto.

 

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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.

 

Date: April 2, 2018

 

AT HOME GROUP INC.

 

 

 

 

 

 

 

 

By:

/s/ Judd T. Nystrom

 

 

Name:

Judd T. Nystrom

 

 

Title:

Chief Financial Officer

 

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