As
filed with the Securities and Exchange Commission on February 3, 2023
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1)
or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
Avantax, Inc.
(Name of Subject Company (Issuer))
Avantax, Inc.
(Names of filing Persons (Offeror and Issuer))
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
095229100
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
Tabitha Bailey
Chief Legal Officer and Corporate Secretary
Avantax, Inc.
3200 Olympus Blvd, Suite 100
Dallas, Texas 75019
Tel: (972) 870-6400
(Name, address and telephone number of person
authorized to receive notices and communications on behalf of filing person)
Copies to:
Beth E. Berg
Sidley Austin LLP
One South Dearborn
Chicago, Illinois 60603
(312) 853-7443
☐ Check
the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
☐ Third-party
tender offer subject to Rule 14d-1.
☒ Issuer
tender offer subject to Rule 13e-4.
☐ Going-private
transaction subject to Rule 13e-3.
☐ Amendment
to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate
the appropriate rule provision(s) relied upon:
☐ Rule
13e-4(i) (Cross-Border Issuer Tender Offer)
☐ Rule
14d-1(d) (Cross-Border Third-Party Tender Offer)
SCHEDULE
TO
This Amendment No. 1
(this “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO originally filed
with the Securities and Exchange Commission on January 27, 2023 (the “Schedule TO”), related to the offer by
Avantax, Inc., a Delaware corporation formerly known as Blucora, Inc. (the “Company”), to purchase for cash
up to $250,000,000 of its common stock, par value $0.0001 per share (the “shares”), at a price per share of
not less than $27.00 and not more than $31.00 in cash, without interest and subject to any applicable withholding taxes. The Company’s
offer is made upon the terms and subject to the conditions described in the Offer to Purchase, dated January 27, 2023 (as amended or supplemented
from time to time, the “Offer to Purchase”), a copy of which was filed as Exhibit (a)(1)(i) to the Schedule
TO, and in the accompanying Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal”
and, together with the Offer to Purchase, the “tender offer”), a copy of which was attached as Exhibit (a)(1)(ii)
to the Schedule TO.
Except as specifically
provided herein, the information contained in the Schedule TO remains unchanged and this Amendment No. 1 does not modify any of the
information previously reported on the Schedule TO. You should read this Amendment No. 1 together with the tender offer.
Amendments to Exhibit (a)(1)(i)
Item 4. Terms
of the Transaction.
The
information set forth in Item 4 is hereby amended and supplemented by the following:
| (1) | The third sentence of the first paragraph on page 28 of the Offer to Purchase is hereby deleted in its entirety. |
Item
7. Source and Amount of Funds
or other Consideration.
The
information set forth in Item 7 is hereby amended and supplemented by the following:
| (1) | The information on page 28 of the Offer to Purchase is hereby amended and supplemented to add the following two paragraphs immediately
following the first paragraph on page 28: |
We do not have any current plans
to refinance any indebtedness under the Delayed Draw Term Loan Facility, but we plan to regularly consider whether to refinance such indebtedness
based on our results of operations, financial condition, liquidity and prevailing market conditions.
There is no financing condition to
the tender offer, although the tender offer is subject to certain other conditions. See Section 7.
Item 9. Persons/Assets, Retained, Employed,
Compensated or Used.
The
information set forth in Item 9 is hereby amended and supplemented by the following:
| (1) | The information in the first paragraph on page 43 of the Offer to Purchase is hereby amended
and supplemented in order to add the following sentence as the final sentence of such paragraph: |
Specifically, and assuming the tender
offer is fully subscribed, we expect that the aggregate of all fees and expenses related to the tender offer will be approximately $1,750,000.
These fees and expenses include amounts payable to the Dealer Managers and their and our respective counsel, the Depositary, the Information
Agent and expenses associated with financial printing.
Item 11. Additional Information.
The
information set forth in Item 11 is hereby amended and supplemented by the following:
| (1) | The first sentence on page 10 of the Offer to Purchase is hereby deleted in its entirety and replaced with the following: |
This Offer to Purchase and the documents
incorporated by reference into this Offer to Purchase contain certain “forward-looking statements” as defined in Section 27A
of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act.
| (2) | The information in the second paragraph on page 30 of the Offer to Purchase is hereby amended
and supplemented to delete the second sentence following the sub-caption “Incorporation by Reference” in such paragraph
and to include in its place the following two sentences: |
Any information incorporated this
way is considered to be part of this Offer to Purchase. Any statement contained in any document
incorporated into this Offer to Purchase will be deemed to be modified or superseded for purposes of this Offer to Purchase to the extent
that a statement contained in this Offer to Purchase or any subsequently filed document that is incorporated by reference into this Offer
to Purchase modifies or supersedes the statement.
| (3) | The information in the second paragraph on page 30 of the Offer to Purchase is further hereby
amended and supplemented to delete the word “and” opposite “Current Reports on Form 8-K” and to replace it with
“,” and to add “and January 27, 2023” immediately following “January 26, 2023.” |
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and correct.
Dated: February 3, 2023
AVANTAX, INC.
By: /s/ Tabitha Bailey
Name: Tabitha Bailey
Title: Chief Legal Officer and Corporate Secretary
Blucora (NASDAQ:BCOR)
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