Tender Offer Statement by Issuer (sc To-i)
27 Janvier 2023 - 1:05PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on January 27, 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
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
Tender Offer Statement on Schedule TO (the “Schedule TO”) relates to the tender 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, $0.0001 par value 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 being made upon the terms and subject to the conditions set forth 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 is filed herewith
as Exhibit (a)(1)(i), and in the accompanying Letter of Transmittal (as amended or supplemented from time to time, the “Letter
of Transmittal”), a copy of which is filed herewith as Exhibit (a)(1)(ii), which together constitute the “tender
offer.” Additional documents relating to the tender offer are filed as Exhibits (a)(1)(iii), (a)(1)(iv), (a)(1)(v)
and a(1)(vi). The information contained in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference
in response to all of the items of this Schedule TO as more particularly described below.
Item
1.
Summary Term Sheet.
Reference
is made to the information set forth under “Summary Term Sheet” in the Offer to Purchase, which is incorporated herein
by reference.
Item
2.
Subject Company Information.
(a)
The name of the issuer is Avantax, Inc. (formerly known as Blucora, Inc.). The address and telephone number of the Company’s
principal executive office is set forth under Item 3.
(b)
Reference is made to the information set forth in the Offer to Purchase under “Introduction,” which is incorporated
herein by reference.
(c)
Reference is made to the information set forth in the Offer to Purchase under Section 8 (“Price Range of Shares; Dividends”),
which is incorporated herein by reference.
Item
3.
Identity and Background of Filing Person.
The
Company is the filing person. The address of its principal executive office is 3200 Olympus Blvd, Suite 100, Dallas, Texas 75019,
and its telephone number is (972) 870-6400. Its internet address is www.avantax.com. Unless expressly stated otherwise, the information
contained on our website or connected to our website is not incorporated by reference into this Schedule TO and should not be
considered part of this Schedule TO. Reference is made to the information set forth in the Offer to Purchase under Section 11
(“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”), which
is incorporated herein by reference.
Item
4.
Terms of the Transaction.
(a)
Reference is made to the information set forth in the Offer to Purchase under the following headings, with such information being
incorporated herein by reference:
Summary
Term Sheet;
Introduction;
Section
1 (“Number of Shares; Proration”);
Section
2 (“Purpose of the Tender Offer; Certain Effects of the Tender Offer”);
Section
3 (“Procedures for Tendering Shares”);
Section
4 (“Withdrawal Rights”);
Section
5 (“Purchase of Shares and Payment of Purchase Price”); Section 6 (“Conditional Tender of Shares”);
Section
7 (“Conditions of the Tender Offer”);
Section
11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”);
Section 13 (“Material U.S. Federal Income Tax Consequences”);
Section
14 (“Extension of the Tender Offer; Termination; Amendment”); and Section 16 (“Miscellaneous”).
(b)
Reference is made to the information set forth in the Offer to Purchase under “Introduction” and under Section 11
(“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”), which
is incorporated herein by reference.
Item
5.
Past Contacts, Transactions, Negotiations and Agreements.
Reference
is made to the information set forth in the Offer to Purchase under Section 11 (“Interest of Directors and Executive Officers;
Transactions and Arrangements Concerning the Shares”), which is incorporated herein by reference.
Item
6.
Purposes of the Transaction and Plans or Proposals.
(a),
(b) and (c) Reference is made to the information set forth in the Offer to Purchase under “Summary Term Sheet,” under
Section 2 (“Purpose of the Tender Offer; Certain Effects of the Tender Offer”) and under Section 11 (“Interest
of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”), which is incorporated herein
by reference.
Item
7.
Source and Amount of Funds or Other Consideration.
(a),
(b) and (d) Reference is made to the information set forth in the Offer to Purchase under Section 9 (“Source and Amount
of Funds”), which is incorporated herein by reference.
Item
8.
Interest in Securities of the Subject Company.
Reference
is made to the information set forth in the Offer to Purchase under Section 11 (“Interest of Directors and Executive Officers;
Transactions and Arrangements Concerning the Shares”), which is incorporated herein by reference.
Item
9.
Persons/Assets, Retained, Employed, Compensated or Used.
Reference
is made to the information set forth in the Offer to Purchase under “Summary Term Sheet” and under Section 15 (“Fees
and Expenses; Information Agent; Dealer Manager; Depositary”), which is incorporated herein by reference.
Item
10.
Financial Statements.
(a)
and (b) Not applicable. Pursuant to Instruction 2 to Item 10 of Schedule TO, the Company’s financial statements are not
considered material because (i) the consideration consists solely of cash, (ii) the tender offer is not subject to any financing
condition, and (iii) the Company is a public reporting company under Section 13(a) of the U.S. Securities and Exchange Act of
1934, as amended (the “Exchange Act”), that files reports electronically on EDGAR. The Company has voluntarily
included the Company’s financial statements by means of the incorporation by reference of the Company’s Annual Report
on Form 10-K for the year ended December 31, 2021.
Item
11.
Additional Information.
(a)
Reference is made to the information set forth in the Offer to Purchase under Section 2 (“Purpose of the Tender Offer;
Certain Effects of the Tender Offer”); under Section 10 (“Certain Information Concerning Us”), under Section
11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) and
under Section 12 (“Legal Matters; Regulatory Approvals”), which is incorporated herein by reference. To the knowledge
of the Company, no material legal proceedings relating to the tender offer are pending.
(c)
Reference is made to the information set forth in the Offer to Purchase and the accompanying Letter of Transmittal, copies of
which are filed with this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, as each may be amended or supplemented
from time to time, which is incorporated herein by reference.
The
Company will amend this Schedule TO to include documents that the Company may file with the SEC after the date of the Offer to
Purchase pursuant to Section 13(a), 13(c), or 14 of the Exchange Act and prior to the expiration of the tender offer to the extent
required by Rule 13e-4(d)(2) of the Exchange Act.
Item
12.
Exhibits.
EXHIBIT
NUMBER |
DESCRIPTION |
(a)(1)(i)* |
Offer
to Purchase, dated January 27, 2023. |
(a)(1)(ii)* |
Form
of Letter of Transmittal. |
(a)(1)(iii)* |
Notice
of Guaranteed Delivery. |
(a)(1)(iv)* |
Letter
to brokers, dealers, commercial banks, trust companies and other nominees, dated January 27, 2023. |
(a)(1)(v)* |
Letter
to clients for use by brokers, dealers, commercial banks, trust companies and other nominees, dated January 27, 2023. |
(a)(1)(vi)* |
Summary
Advertisement in The New York Times, dated January 27, 2023. |
(a)(2) |
None. |
(a)(3) |
Not
applicable. |
(a)(4) |
Not
applicable. |
(a)(5)(i)* |
Press
release announcing the Tender Offer, dated January 27, 2023. |
(b)(i) |
Restatement
Agreement, dated January 24, 2023, among Blucora, Inc., as borrower, and certain of its subsidiaries, as guarantors, JPMorgan
Chase Bank, N.A., as administrative agent and collateral agent, and each lender party thereto (incorporated by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 24, 2023). |
(d)(i) |
Restated
1996 Flexible Stock Incentive Plan, as amended and restated effective as of June 5, 2012 (incorporated by reference to Exhibit
99.1 to the Company’s Registration Statement on Form S-8, filed on September 8, 2014). |
(d)(ii) |
Blucora,
Inc. 2015 Incentive Plan, as amended and restated (incorporated by reference to Appendix A to the Company’s Definitive
Proxy Statement on Form DEF 14A, filed on April 25, 2016). |
(d)(iii) |
Form
of Blucora, Inc. 2015 Incentive Plan Nonqualified Stock Option Grant Notice (incorporated by reference to Exhibit 10.2 to
the Company’s Quarterly Report on Form 10-Q, filed on July 30, 2015). |
(d)(iv) |
Form
of Blucora, Inc. 2015 Incentive Plan Restricted Stock Unit Grant Notice (incorporated by reference to Exhibit 10.3 to the
Company’s Quarterly Report on Form 10-Q, filed on July 30, 2015). |
(d)(v) |
Form
of Nonqualified Stock Option Agreement for Executive Officers under the Blucora, Inc. 2015 Incentive Plan, as amended and
restated (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on February 23,
2018). |
(d)(vi) |
Form
of Time-Based Restricted Stock Unit Agreement for Executive Officers under the Blucora, Inc. 2015 Incentive Plan, as amended
and restated (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on February
23, 2018). |
(d)(vii) |
Form
of Nonqualified Stock Option Grant Notice and Agreement for Nonemployee Directors under the Blucora, Inc. 2015 Incentive Plan
(incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed on April 28, 2016). |
(d)(viii) |
Blucora, Inc. 2018 Long-Term Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Form DEF 14A, filed on April 19, 2018). |
(d)(ix) |
Amendment No. 1 to the Blucora, Inc. 2018 Long-Term Incentive Plan (incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement on Form DEF 14A, filed on April 9, 2020). |
(d)(x) |
Form
of Nonqualified Stock Option Award Agreement for Executive Officers under the Blucora, Inc. 2018 Long-Term Incentive Plan
(incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K, filed on February 28, 2020). |
(d)(xi) |
Form
of Time-Based Restricted Stock Unit Award Agreement for Executive Officers under the Blucora, Inc. 2018 Long-Term Incentive
Plan (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K, filed on February 28,
2020). |
(d)(xii) |
Form
of Performance-Based Restricted Stock Unit Award Agreement for Executive Officers under the Blucora, Inc. 2018 Long-Term Incentive
Plan (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K, filed on February 28,
2020). |
(d)(xiii) |
Form
of Director Restricted Stock Unit Grant Notice and Award Agreement for Initial Grants to New Directors under the Blucora,
Inc. 2018 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form
10-K, filed on February 28, 2020). |
(d)(xiv) |
Form
of Director Restricted Stock Unit Grant Notice and Award Agreement for Annual Grants to Directors under Blucora, Inc. 2018
Long-Term Incentive Plan (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K, filed
on February 28, 2020). |
(d)(xv) |
Blucora,
Inc. 2016 Equity Inducement Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement
on Form S-8, filed on January 29, 2016). |
(d)(xvi) |
Amendment
No. 1 to Blucora, Inc. 2016 Inducement Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration
Statement on Form S-8, filed on October 14, 2016). |
(d)(xvii) |
Amendment
No. 2 to the Blucora, Inc. 2016 Inducement Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current
Report on Form 8-K, filed on May 25, 2018). |
(d)(xviii) |
Amendment
No. 3 to the Blucora, Inc. 2016 Equity Inducement Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current
Report on Form 8-K, filed on May 28, 2020). |
(d)(xix) |
Form of Restricted Stock Unit Grant Notice and Award Agreement for Initial Grants to Newly-Hired Executive Officers Under the Blucora, Inc. 2016 Equity Inducement Plan, as amended (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed on October 31, 2018). |
(d)(xx) |
Form
of Nonqualified Stock Option Grant Notice and Agreement under the Blucora, Inc. 2016 Equity Inducement Plan (incorporated
by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q, filed on May 6, 2020). |
(d)(xxi) |
Form
of Restricted Stock Unit Grant Notice and Award Agreement under the Blucora, Inc. 2016 Equity Inducement Plan (incorporated
by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 8-K, filed on February 23, 2018). |
(d)(xxii) |
Blucora, Inc. 2018 Annual Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on February 23, 2018) |
(d)(xxiii) |
Employment
Agreement by and between Blucora, Inc. and Christopher W. Walters, dated January 17, 2020 (incorporated by reference to Exhibit
10.32 to the Company’s Annual Report on Form 10-K, filed on February 26, 2021). |
(d)(xxiv) |
Form
of Employment Agreement for Executive Officers (entered into by and between the Company and Todd Mackay, effective April 20,
2020, entered into by and between the Company and Marc Mehlman, effective April 27, 2020, entered into by and between the
Company and Ann Bruder, effective June 19, 2020, and entered into by and between the Company and Mr. Campbell, effective February
1, 2022) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on February 4,
2022). |
(d)(xxv) |
Blucora,
Inc. Executive Change of Control Severance Plan, including the form of Participation Agreement as Appendix A thereto (incorporated
by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 19, 2021). |
(d)(xxvi) |
Blucora,
Inc., 2016 Employee Stock Purchase Plan (incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement
on Form DEF 14A, filed on April 25, 2016). |
(d)(xxvii) |
Amendment
No. 1 to the Blucora, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.1 to the Company’s
Quarterly Report on Form 10-Q, filed on August 1, 2018). |
(d)(xxviii) |
Amendment No. 2 to the Blucora, Inc. 2016 Employee Stock Purchase Plan (incorporated by reference to Appendix C to the Company’s Definitive Proxy Statement on Form DEF 14A, filed on April 9, 2020). |
(d)(xxix) |
Blucora,
Inc. Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly
Report on Form 10-Q, filed on August 8, 2019). |
(d)(xxx) |
Blucora,
Inc. Director Tax-Smart Deferral Plan (incorporated by reference to Exhibit 10.51 to the Company’s Annual Report on
Form 10-K, filed on March 1, 2019). |
(d)(xxxi) |
Blucora,
Inc. Executive Officer Tax-Smart Deferral Plan (incorporated by reference to Exhibit 10.52 to the Company’s Annual Report
on Form 10-K, filed on March 1, 2019). |
(d)(xxxii) |
First
Amendment to Blucora, Inc. Director Tax-Smart Deferral Plan (incorporated by reference to Exhibit 10.42 to the Company’s
Annual Report on Form 10-K, filed on February 28, 2020). |
(d)(xxxiii) |
First
Amendment to Blucora, Inc. Executive Officer Tax-Smart Deferral Plan (incorporated by reference to Exhibit 10.43 to the Company’s
Annual Report on Form 10-K, filed on February 28, 2020). |
(d)(xxxiv) |
Form
of Indemnification Agreement (incorporated by reference to Exhibit 10.44 to the Company’s Annual Report on Form 10-K,
filed on February 28, 2020). |
(d)(xxxv) |
First
Amendment to the Blucora, Inc. Executive Change of Control Severance Plan (incorporated by reference to Exhibit 10.1 to the
Company’s Quarterly Report on Form 10-Q, filed on May 4, 2022). |
(d)(xxxvi) |
Restatement
Agreement, dated January 24, 2023, among Blucora, Inc., as borrower, and certain of its subsidiaries, as guarantors, JPMorgan
Chase Bank, N.A., as administrative agent and collateral agent, and each lender party thereto (incorporated by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 24, 2023). |
(g) |
Not
applicable. |
(h) |
Not
applicable. |
107* |
Filing
Fee Table. |
Item
13.
Information Required by Schedule 13E-3.
Not
applicable.
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:
January 27, 2023
| AVANTAX,
INC. |
| | |
| By: | /s/ Tabitha
Bailey |
| | Name:
Tabitha Bailey |
| | Title:
Chief Legal Officer and Corporate Secretary |
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