Amended Tender Offer Statement by Issuer (sc To-i/a)
February 27 2023 - 8:17AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on February 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
(Amendment No. 4)
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. 4
(this “Amendment No. 4”) amends and supplements the Tender Offer Statement on Schedule TO originally filed
with the Securities and Exchange Commission (the “Commission”) on January 27, 2023, as amended and supplemented
by Amendment No. 1, Amendment No. 2 and Amendment No. 3 to the Tender Offer Statement on Schedule TO filed with the Commission on February
3, 2023, February 9, 2023 and February 15, 2023, respectively (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, 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, the Letter of Transmittal 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. 4 does not modify any of the
information previously reported on the Schedule TO. You should read this Amendment No. 4 together with the Schedule TO and the tender
offer.
The Schedule TO is
hereby amended and supplemented as follows:
Item 11.
Additional Information.
The information set forth
in Item 11 is hereby amended and supplemented by adding the following:
“On
February 27, 2023, the Company issued a press release announcing the preliminary results of the tender offer, which expired at 12:00 midnight,
New York City time, at the end of the day on February 24, 2023. A copy of the press release is filed as Exhibit (a)(5)(ii) hereto and
is incorporated by reference herein.”
Item
12. Exhibits.
Item
12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
| (a)(5)(ii)* | Press release dated February 27, 2023, announcing the preliminary results of the tender offer.
|
*
Filed herewith
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 27, 2023
AVANTAX, INC.
By: /s/ Tabitha Bailey
Name: Tabitha Bailey
Title: Chief Legal Officer and Corporate Secretary
Blucora (NASDAQ:BCOR)
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