SEC Comment Letter 0000000000-23-001269 to AVANTAX, INC. (CIK 0001068875)
AVANTAX, INC. (CIK 0001068875)
Date: Feb. 7, 2023 · CIK: 0001068875 · Accession: 0000000000-23-001269
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo February 7, 2023 Beth E. Berg Partner Sidley Austin LLP One South Dearborn Chicago, Illinois 60603 Re:Avantax, Inc. Schedule TO-I/A Filed February 3, 2023 File No. 005-55807 Dear Beth E. Berg: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Defined terms used here have the same meaning as in your tender offer materials. Amended Schedule TO-I filed February 3, 2023 Cautionary Note Regarding Forward-Looking Statements, page 10 1.We note your response to comment 1 and reissue. The revised disclosure continues to imply that forward-looking statements are subject to the protections of Section 27(A) of the Securities Act and Section 21(E) of the Exchange Act. Please delete the reference to the PSLRA to remove this implication. See Section 27A(b)(2)(c) of the Exchange Act and Section 21E(b)(2)(c) of the Securities and Exchange Act. See also, Question 117.05 of the Going Private Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3 Compliance and Disclosure Interpretations (January 26, 2009) available at www.sec.gov. Source and Amount of Funds, page 28 2.We note your response to comment 3 and reissue. Please disclose the plans or arrangements to repay the funds used under the Delayed Draw Term Loan Facility to
FirstName LastNameBeth E. Berg Comapany NameSidley Austin LLP February 7, 2023 Page 2 FirstName LastName Beth E. Berg Sidley Austin LLP February 7, 2023 Page 2 purchase tendered shares, or if no plans or arrangements have been made, please state. See Item 7 of Schedule TO and Item 1007(d)(2) of Regulation M-A. We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Michael Killoy at (202) 551-7576 or Christina Chalk (202) 551-3263. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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United States securities and exchange commission logo
February 7, 2023
Beth E. Berg
Partner
Sidley Austin LLP
One South Dearborn
Chicago, Illinois 60603
Re:Avantax, Inc.
Schedule TO-I/A
Filed February 3, 2023
File No. 005-55807
Dear Beth E. Berg:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Defined terms used here have the same meaning as in your tender offer materials.
Amended Schedule TO-I filed February 3, 2023
Cautionary Note Regarding Forward-Looking Statements, page 10
1.We note your response to comment 1 and reissue. The revised disclosure continues to
imply that forward-looking statements are subject to the protections of Section 27(A) of
the Securities Act and Section 21(E) of the Exchange Act. Please delete the reference to
the PSLRA to remove this implication. See Section 27A(b)(2)(c) of the Exchange Act
and Section 21E(b)(2)(c) of the Securities and Exchange Act. See also, Question 117.05
of the Going Private Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3
Compliance and Disclosure Interpretations (January 26, 2009) available at www.sec.gov.
Source and Amount of Funds, page 28
2.We note your response to comment 3 and reissue. Please disclose the plans or
arrangements to repay the funds used under the Delayed Draw Term Loan Facility to
FirstName LastNameBeth E. Berg
Comapany NameSidley Austin LLP
February 7, 2023 Page 2
FirstName LastName
Beth E. Berg
Sidley Austin LLP
February 7, 2023
Page 2
purchase tendered shares, or if no plans or arrangements have been made, please state.
See Item 7 of Schedule TO and Item 1007(d)(2) of Regulation M-A.
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Michael Killoy at (202) 551-7576 or Christina Chalk (202)
551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions