LIBERTY TAX, INC. (NASDAQ:TAX) Files An 8-K Regulation FD Disclosure
Item 7.01
In connection with the Agreement of Merger and Business Combination Agreement (the “Agreement”), entered into on July 10, 2019, by and among Liberty Tax, Inc. (the “Company”), Buddy’s Newco, LLC (“Buddy’s”), Franchise Group New Holdco, LLC, a wholly-owned direct subsidiary of the Company (“New Holdco”), Franchise Group B Merger Sub, LLC, a wholly-owned indirect subsidiary of New Holdco (“Merger Sub”), and Vintage RTO, L.P., solely in its capacity as the representative of the former equity holders of Buddy’s, to which Merger Sub merged with and into Buddy’s (the “Merger”), with Buddy’s continuing as the surviving entity in the Merger and as a wholly-owned indirect subsidiary of New Holdco, the Company is furnishing certain historical financial statements of Buddy’s (i) as of and for the three months ended March 31, 2019 and 2018 and (ii) as of and for the three years ended December 31, 2018, 2017 and 2016, attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
The Company intends to file, to Item 2.01 of Form 8-K, the financial statements and pro forma financial information required by Item 9.01 with respect to the Merger as soon as practicable, and in any event not later than 71 days after the date on which the initial Current Report on Form 8-K with respect to the Merger was required to be filed.
The information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
(d) Exhibits
The following exhibits are furnished herewith:
| 99.1 | Consolidated Financial Statements for Buddy’s Newco, LLC and Subsidiaries as of and for the three months ended March 31, 2019 and 2018 |
| 99.2 | Consolidated Financial Statements for Buddy’s Newco, LLC and Subsidiaries as of and for the three years ended December 31, 2018, 2017 and 2016 |
Liberty Tax, Inc. Exhibit
EX-99.1 2 exh_991.htm EXHIBIT 99.1 Exhibit 99.1 UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS BUDDY’S NEWCO,…
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About LIBERTY TAX, INC. (NASDAQ:TAX)
Liberty Tax, Inc. is the holding company for JTH Tax, Inc. The Company is a provider of tax preparation services. The Company provides retail federal and state income tax preparation services and related tax settlement products in the United States and Canada. The Company’s tax preparation services and related tax settlement products are offered primarily through franchised locations. All of the Company’s offices are operated under the Liberty Tax Service and SiempreTax+ brands. The Company also provides an online digital Do-It-Yourself (DIY) tax program in the United States. The Company offers two types of tax settlement financial products: refund transfer products, which include providing a means by which a customer receives his or her refund, and refund-based loans. The Company’s LibTax software allows tax customers to have their federal and state income tax returns filed electronically.
