Liberty Tax Service Announces Filing of Shelf Registration Statement
VIRGINIA BEACH, VA - (Marketwired - Oct 27, 2014) - Liberty Tax, Inc. (NASDAQ: TAX), the parent company of Liberty Tax Service, announced today that it has filed with the Securities and Exchange Commission (the "SEC") a universal shelf registration statement on Form S-3. The registration statement is intended to provide the Company with flexibility to access the capital markets more efficiently in the future.
At the present time, the Company has no specific plans to issue securities under the registration statement. If and when the registration statement is declared effective by the SEC, the Company will be able to offer and sell, from time to time, up to $200 million of securities such as senior, subordinated or convertible debt securities, warrants, units, common and preferred stock, or any combination thereof.
Following the effectiveness of the shelf registration statement, the Company may periodically offer one or more of the registered securities in amounts, at prices, and on terms to be announced when, and if, the securities are offered. The terms of any securities offered under the registration statement, and the intended use of the net proceeds will be described in prospectus supplements filed with the SEC at the times of the offerings.
In addition, the registration statement registered for resale (and other dispositions) 2,870,115 outstanding shares of the Company's common stock. These shares are held by two long-term investors, Envest Funds (870,115 shares) and Datatax Business Services Limited (2,000,000 shares). The registration statement allows them to sell their shares in the future. If and when they decide to sell these shares, the terms of any securities offered under the registration statement will be described in prospectus supplements filed with the SEC at the times of the offerings.
A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The registration statement on Form S-3 may be accessed through the SEC's website at http://edgar.sec.gov. Any offering of the securities covered under the shelf registration statement will be made solely by means of a prospectus and an accompanying prospectus supplement relating to that offer.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. This offering may only be made by means of a prospectus supplement and related base prospectus.
About Liberty Tax, Inc.
Founded in 1997 by CEO John T. Hewitt, Liberty Tax, Inc. (NASDAQ: TAX) is the parent company of Liberty Tax Service. Liberty Tax is the fastest-growing tax preparation franchise and has prepared almost 18 million individual income tax returns in more than 4,400 offices and online. Liberty Tax's online services are available through eSmart Tax, Liberty Online and DIY Tax, and are all backed by the tax professionals at Liberty Tax locations and its nationwide network of approximately 35,000 seasonal tax preparers. Liberty Tax also supports local communities with fundraising endeavors and contributes as a national sponsor for many charitable causes. For a more in-depth look, visit Liberty Tax Service and interact with Liberty Tax on Twitter and Facebook.
Forward Looking Statements
In addition to historical information, this release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including implied and express statements regarding the Company's plans regarding future offerings and its ability to access the capital markets. These forward-looking statements are based upon the Company's current expectations and there can be no assurance that such expectations will prove to be correct. Because forward-looking statements involve risks and uncertainties and speak only as of the date on which they are made, the Company's actual results could differ materially from these statements. These risks and uncertainties relate to, among other things, uncertainties regarding the Company's ability to attract and retain clients; meet its prepared returns targets; competitive factors; the Company's effective income tax rate; litigation defense expenses and costs of judgments or settlements; and changes in market, economic, political or regulatory conditions. Information concerning these risks and uncertainties is contained in the Company's annual report on Form 10-K and in other filings by the Company with the Securities and Exchange Commission. The Company does not undertake any duty to update any forward-looking statements, whether as a result of new information, future events, or otherwise.
SOURCE Liberty Tax, Inc.
Liberty Tax, Inc.
Vice President, Chief Financial Officer
Liberty Tax, Inc.
Chief Marketing Officer