Amended Tender Offer Statement by Issuer (sc To-i/a)
2023年2月10日 - 7:11AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on February 9, 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. 2)
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. 2
(this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO originally filed
with the Securities and Exchange Commission on January 27, 2023, as amended and supplemented by Amendment No. 1 (“Amendment
No. 1”) to the Tender Offer Statement on Schedule TO filed with the Commission on February 3, 2023 (as it may be further
amended or supplemented from time to time, 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. 2 does not modify any of the
information previously reported on the Schedule TO. You should read this Amendment No. 2 together with the Schedule TO and the tender
offer.
Amendments to Exhibit (a)(1)(i)
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 Offer to Purchase is hereby amended and supplemented to add the following two paragraphs following the first paragraph on
page 29 of the Offer to Purchase as amended by Amendment No. 1: |
“We do not have any current
plans to refinance any indebtedness under the Delayed Draw Term Loan Facility incurred to finance the purchase of the shares, 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 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 as amended by Amendment No. 1 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.”
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 9, 2023
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AVANTAX, INC. |
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By: |
/s/ Tabitha Bailey |
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Name: Tabitha Bailey |
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Title: Chief Legal Officer and Corporate Secretary |
Blucora (NASDAQ:BCOR)
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Blucora (NASDAQ:BCOR)
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