HOME At Home Group Inc

PROPOSAL NO. 3

Adjournment PROPOSAL

You are being asked by HOME to approve a proposal that will give the Board authority to adjourn the Special Meeting to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the Merger Agreement if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement.

CAS INVESTMENT PARTNERS urges you to vote “AGAINST” THE ADJOURNMENT proposal ON THE ENCLOSED [COLOR] PROXY CARD and intendS to vote ITS shares “against” this proposal.

Consequences of Defeating the HOME Merger Proposals

The approval of the Merger Agreement Proposal by HOME stockholders is a condition to the obligations of Parent and HOME to complete the Merger. Under specified circumstances, HOME and/or Parent may be required to reimburse the other party for the expenses it incurred in connection with the Merger Agreement. For example, the H&F Entities¹¹ (in such capacity as “guarantors”) entered into a limited guarantee (the “limited guarantee”), pursuant to which the guarantors agreed to guarantee, severally and not jointly or jointly and severally, on the terms and conditions set forth in the limited guarantee, Parent’s obligation to pay the Parent Termination Fee (as defined below), reimburse and indemnify the Company with respect to certain expenses in connection with the Merger Agreement and pay certain other amounts, in an amount not to exceed approximately $133.6 million in the aggregate if Parent terminates the Merger Agreement because a proposal to adopt the Merger Agreement was submitted to a vote of stockholders of HOME and not approved. If the Merger Agreement Proposal is not approved by HOME stockholders, the Merger cannot be consummated and, instead, HOME will remain a public company and such shares of Common Stock will continue to be registered under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and listed and traded on the New York Stock Exchange. HOME has agreed to pay Parent (or its designee) a termination fee of approximately $77.2 million if Parent terminates the Merger Agreement following an adverse Company recommendation, the Merger Agreement is terminated because it has not been completed by the termination date, stockholder approval has not been obtained or because HOME willfully and materially breaches its non-solicitation or related covenants under the Merger Agreement, as described below and in the HOME Proxy Statement. Additionally, Parent has agreed to pay HOME approximately $128.6 (the “Parent Termination Fee”) if the Merger Agreement is terminated by the Company because the marketing period has ended and all of the conditions to the obligation of Parent to complete the Merger have been satisfied or waived.

Pursuant to the Merger Agreement, except as described in the HOME Proxy Statement, from the date of the Merger Agreement until 11:59 p.m., New York City time, on June 14, 2021(the “no-shop period”) until the earlier to occur of the termination of the Merger Agreement and the effective time, the Company must not, and must cause its subsidiaries, and must use its reasonable best efforts to cause its and their directors, officers, employees, other affiliates, investment bankers, attorneys, accountants and other advisors or representatives not to, directly or indirectly: (i) initiate or solicit, or knowingly facilitate or encourage, any inquiries, discussions or requests with respect to or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal (as defined in the HOME Proxy Statement); (ii) engage in or otherwise participate in any discussions or negotiations regarding an Acquisition Proposal or Inquiry (as defined in the HOME Proxy Statement) or that would reasonably be expected to lead to an Acquisition Proposal, or provide any access to its properties, books or records or any non-public information to any person relating to the Company or any of its subsidiaries in connection with the foregoing; (iii) enter into any other acquisition agreement, option agreement, joint venture agreement, partnership agreement, letter of intent, term sheet, Merger Agreement or similar agreement (other than an acceptable confidentiality agreement) with respect to an Acquisition Proposal; (iv) approve, endorse, declare advisable or recommend any Acquisition Proposal; (v) take any action to make the provisions of any takeover statute or any restrictive provision of any applicable anti-takeover provision in the Articles or Bylaws of the Company inapplicable to any transactions contemplated by any Acquisition Proposal; or (vi) authorize, commit to, agree or publicly propose to do any of the foregoing.  

¹¹ According to HOME’s Proxy Statement, Parent and Merger Sub were formed by (i) Hellman & Friedman Capital Partners IX, L.P. and its affiliated investment funds (collectively referred to as the “H&F Fund IX Entities” and (ii) Hellman & Friedman Capital Partners X, L.P. and its affiliated investment funds (together with the H&F Fund IX Entities as the “H&F Entities”).

As described in the HOME Proxy Statement, the Company has agreed to, and to cause its subsidiaries and its and its subsidiaries’ directors, officers and employees to, and to instruct its affiliates and other representatives to, on the no-shop period start date, immediately cease all solicitations, discussions and negotiations with any other persons (other than Parent and its representatives and any excluded party and its representatives) that may be ongoing with respect to an Acquisition Proposal or Inquiry and request that each such person (other than Parent and its representatives and any excluded party and its representatives) promptly return or destroy all confidential information furnished to such person by or on behalf of the Company in connection with any Acquisition Proposal or Inquiry.

As described in the HOME Proxy Statement, at any time following the no-shop period start date and prior to the time Company stockholder approval is obtained, if the Company, directly or indirectly through one or more of its representatives, receives a written, unsolicited, bona fide Acquisition Proposal that did not result from a breach of the provisions of the Merger Agreement described above, then the Company and its representatives may contact the person or group of persons making the Acquisition Proposal to clarify the terms and conditions thereof so as to determine whether it constitutes or could reasonably be expected to result in a Superior Proposal (as defined in the HOME Proxy Statement) and, if the Board (acting upon the recommendation of the Special Committee) and the Special Committee determine in good faith after consultation (1) with their financial advisor and outside legal counsel that the Acquisition Proposal constitutes, or would reasonably be expected to result in, a Superior Proposal and (2) with their outside legal counsel that failure to take the actions described below would be reasonably likely to be inconsistent with their fiduciary obligations under applicable law, then the Company and its representatives may: (a) provide information to such person or group of persons (including their respective representatives and prospective equity and debt financing sources) if the Company receives from such person or group of persons (or has received from such person or group of persons) an executed confidentiality agreement containing terms not materially less favorable to the Company than those contained in the confidentiality agreement to which Parent is subject, except that it need not contain any standstill or similar provision, provided that the Company must substantially concurrently (and in any event, within 24 hours) make available to Parent and Merger Sub any non-public information concerning the Company or its subsidiaries that is provided to any such person or group of persons and that was not previously made available to Parent or Merger Sub and (b) engage or participate in any discussions or negotiations with that person or group of persons.

VOTING AND PROXY PROCEDURES

According to the HOME Proxy Statement, stockholders of record on the Record Date will be entitled to notice of, and to vote at, the Special Meeting. Each share of Common Stock is entitled to one vote per share. Stockholders who sell shares of Common Stock before the Record Date (or acquire them without voting rights after the Record Date) may not vote such shares of Common Stock.

Shares of Common Stock represented by properly executed [COLOR] proxy cards will be voted at the Special Meeting as marked and, in the absence of specific instructions, will be voted AGAINST the Merger Agreement Proposal, AGAINST the Compensation Proposal, and AGAINST the Adjournment Proposal, and, in the discretion of the persons named as proxies, on all other matters as may properly come before the Special Meeting.

VIRTUAL MEETING

As discussed in the HOME Proxy Statement, the Company has implemented a virtual format for the Special Meeting, which will be conducted via live webcast. You will not be able to attend the Special Meeting in person. As discussed above, you are entitled to participate in the Special Meeting only if you were a stockholder of record as of the close of business on the Record Date or hold a legal proxy for the meeting provided by your broker, bank or other nominee.

According to the HOME Proxy Statement, you may attend the special meeting virtually via the Internet at the virtual meeting website on [           ], 2021 and complete a virtual ballot, whether or not you sign and return your proxy card. If you are a stockholder of record, you will need your assigned [      ]-digit control number to vote your shares electronically at the Special Meeting. The control number can be found on the proxy card, voting instruction form, or other applicable proxy notices. You will not be able to attend the Special Meeting physically in person.

According to the HOME Proxy Statement, if you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the HOME Merger Proposals, including the Merger Agreement Proposal, without your instructions.

Although the live webcast will begin at [ ] [ ].m. Central Time on [ ], 2021, we encourage you to access the meeting site prior to the start time to allow ample time to log into the meeting webcast and test your computer system.

Whether or not you plan to attend the Special Meeting, we urge you to sign, date and return the enclosed [COLOR] proxy card in the postage-paid envelope provided, or vote via the Internet or by telephone as instructed on the [COLOR] proxy card. Additional information and our proxy materials can also be found at [___]. If you have any difficulty following the registration process, please email info@saratogaproxy.com. 

QUORUM; BROKER NON-VOTES; DISCRETIONARY VOTING

According to the HOME Proxy Statement, the presence by the holders of a majority of the shares of Common Stock entitled to vote on the Record Date will constitute a quorum. Proxies received but marked as abstentions will be included in the calculation of the number of shares considered to be present virtually at the Special Meeting for purposes of the quorum determination.

According to the HOME Proxy Statement, if you hold shares of Common Stock in “street name” through a broker, bank, or other nominee, you should refer to the proxy card or the information forwarded by such broker, bank or other nominee to see what voting options are available to you. Without your specific instruction, a broker, bank or other nominee may only vote your shares on “routine” proposals and may not vote your shares on “non-routine” matters. It is expected that the HOME Merger Proposals to be voted on at the Special Meeting are considered “non-routine” proposals which your bank, broker, or other nominee cannot vote on your behalf, resulting in a “broker non-vote.” As a result, if you hold your shares of Common Stock in “street name” and you do not provide voting instructions, your shares of Common Stock will have the same effect as a vote “against” the Merger Agreement Proposal, but shall be of no effect with respect to the Compensation Proposal and shall be of no effect with respect to the Adjournment Proposal.

VOTES REQUIRED FOR APPROVAL

Approval of the Merger Agreement Proposal: According to the HOME Proxy Statement, the affirmative vote of holders of at least a majority of all outstanding shares of Common Stock is required to approve the Merger Agreement Proposal. Pursuant to the Company’s Bylaws and Articles, each share of Common Stock is entitled to one vote per share. According to the HOME Proxy Statement, an abstention with respect to the Merger Agreement Proposal, or a failure to vote your shares of Common Stock (including a failure to instruct your broker, bank or other nominee to vote shares held on your behalf), will have the same effect as a vote “against” the approval of the Merger Agreement Proposal.

Approval of the Compensation Proposal and the Adjournment Proposal (if necessary): According to the HOME Proxy Statement, the affirmative vote of a majority of the shares of Common Stock present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon is required to approve these proposals. The Company has indicated that an abstention with respect to either proposal will have the same effect as a vote “against” these proposals. A failure to return your proxy card or otherwise vote your shares of Common Stock (including a failure of your broker, bank or other nominee to vote shares held on your behalf), will have no effect on these proposals, assuming a quorum is present.

REVOCATION OF PROXIES

Stockholders of the Company may revoke their proxies at any time prior to exercise by attending the Special Meeting and voting virtually (although attendance at the Special Meeting will not in and of itself constitute revocation of a proxy) or by delivering a written notice of revocation. The delivery of a subsequently dated proxy which is properly completed will constitute a revocation of any earlier proxy. The revocation may be delivered either to CAS Investment Partners in care of Saratoga at the address set forth on the back cover of this Proxy Statement or to the Corporate Secretary of the Company at At Home Group Inc., 1600 East Plano Parkway, Plano, Texas 75704, or any other address provided by the Company. Although a revocation is effective if delivered to the Company, we request that either the original or photostatic copies of all revocations be mailed to CAS Investment Partners in care of Saratoga at the address set forth on the back cover of this Proxy Statement so that we will be aware of all revocations and can more accurately determine if and when proxies have been received from the holders of record on the Record Date of a majority of the outstanding shares of Common Stock. Additionally, Saratoga may use this information to contact stockholders who have revoked their proxies in order to solicit later dated proxies against the HOME Merger Proposals.

SOLICITATION OF PROXIES

The solicitation of proxies pursuant to this Proxy Statement is being made by CAS Investment Partners. Proxies may be solicited by mail, facsimile, telephone, Internet, in person and by advertisements.

CAS Investment Partners has entered into an agreement with Saratoga for solicitation and advisory services in connection with this solicitation, for which Saratoga will receive a fee not to exceed $_______, together with reimbursement for its reasonable out-of-pocket expenses, and will be indemnified against certain liabilities and expenses, including certain liabilities under the federal securities laws. Saratoga will solicit proxies from individuals, brokers, banks, bank nominees and other institutional holders. CAS Investment Partners has requested banks, brokerage houses and other custodians, nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the Shares they hold of record. CAS Investment Partners will reimburse these record holders for their reasonable out-of-pocket expenses in so doing. It is anticipated that Saratoga will employ approximately __ persons to solicit stockholders for the Special Meeting.

The entire expense of soliciting proxies is being borne by CAS Investment Partners. Costs of this solicitation of proxies are currently estimated to be approximately $______ (including, but not limited to, fees for attorneys, solicitors and other advisors, and other costs incidental to the solicitation). CAS Investment Partners estimates that through the date hereof its expenses in connection with this solicitation are approximately $_____. CAS Investment Partners intends to seek reimbursement from the Company of all expenses it incurs in connection with this solicitation. CAS Investment Partners does not intend to submit the question of such reimbursement to a vote of security holders of the Company.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE SPECIAL MEETING

 No other business will be conducted at the Special Meeting.

Please see the sections entitled “Proposal 1: Merger Agreement Proposal”, “Proposal 2: Compensation Proposal” and “Proposal 3: Adjournment Proposal” for more about each of these proposals.

Beneficial Owner. If you hold shares of Common Stock in “street name” through a broker, bank or other nominee, you should follow the directions provided by it regarding how to instruct it to vote your common shares. Without those instructions, your shares of Common Stock of the Company will not be voted, which will have the same effect as voting “against” adoption of the Merger Agreement.

According to the Merger Agreement, the Merger cannot be completed unless the Merger Agreement Proposal is approved by HOME stockholders.

We urge you to demonstrate your opposition to the proposed Merger and to send a message to the Board that the proposed Merger is not in the best interest of HOME stockholders by signing, dating and returning the enclosed [COLOR] proxy card as soon as possible.

We take no responsibility for the accuracy or completeness of information contained in the HOME Proxy Statement. Except as otherwise noted herein, the information in this Proxy Statement concerning the Company has been taken from or is based upon documents and records on file with the SEC and other publicly available information.

We urge you to carefully consider the information contained in this Proxy Statement and then support our efforts by signing, dating, and returning the enclosed [COLOR] proxy card today to vote AGAINST the HOME Merger Proposals.

ADDITIONAL PARTICIPANT INFORMATION

The members of CAS Investment Partners are participants in this solicitation. The principal business of the Funds is acquiring, holding and selling securities for investment purposes. CAS Investment serves as the investment manager to each of the Funds. Sosin LLC serves as the general partner to each of the Funds. Mr. Sosin serves as the managing member of CAS Investment

The address of the principal office of each of CAS Investment, Sosin Master, CSWR, Sosin LLC and Clifford Sossin is 135 E 57th Street, Suite 18-108, New York, NY 10022.

As of the date hereof, Sosin Master directly beneficially owned 7,903,174 shares of Common Stock. As of the date hereof, CSWR directly beneficially owned 3,175,561 shares of Common Stock. CAS Investment, as the investment manager of Sosin Master and CSWR, may be deemed the beneficial owner of the (i) 7,903,174 shares of Common Stock owned by Sosin Master and (ii) 3,175,561 shares of Common Stock owned by CSWR. Sosin LLC, as the general partner of Sosin Master and CSWR, may be deemed the beneficial owner of the (i) 7,903,174 shares of Common Stock owned by Sosin Master and (ii) 3,175,561 shares of Common Stock owned CSWR. Mr. Sosin, as the managing member of CAS Investment, may be deemed the beneficial owner of the (i) 7,903,174 shares of Common Stock owned by Sosin Master and (ii) 3,175,561 shares of Common Stock owned by CSWR.

The shares of Common Stock purchased by each of Sosin Partners LP, Sosin Master and CSWR were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule I.

Except as set forth in this Proxy Statement (including the Schedules hereto), (i) during the past 10 years, no participant in this solicitation has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no participant in this solicitation directly or indirectly beneficially owns any securities of the Company; (iii) no participant in this solicitation owns any securities of the Company which are owned of record but not beneficially; (iv) no participant in this solicitation has purchased or sold any securities of the Company during the past two years; (v) no part of the purchase price or market value of the securities of the Company owned by any participant in this solicitation is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) no participant in this solicitation is, or within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits; (vii) no associate of any participant in this solicitation owns beneficially, directly or indirectly, any securities of the Company; (viii) no participant in this solicitation owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company; (ix) no participant in this solicitation or any of his or its associates was a party to any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; (x) no participant in this solicitation or any of his or its associates has any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or may be a party; and (xi) no participant in this solicitation has a substantial interest, direct or indirect, by securities holdings or otherwise, in any matter to be acted on at the Special Meeting.

There are no material proceedings to which any participant in this solicitation or any of his or its associates is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.