AVANTAX, INC.: M&A transaction — Cetera Holdings completes acquisition of Avantax for $26/share; stock delisted from Nasdaq

On November 2, 2023, a newly formed subsidiary of Parent (the “ Escrow Issuer ”) closed an offering into escrow (the “ Notes Offering ”) of $700.0 million aggregate principal amount of 10.000% Senior Secured Notes due 2030 (the “ Secured Notes ”).

Accordingly, effective as of the Effective Time, each of Christopher W. Walters, the Company’s President and Chief Executive Officer (and the Company’s principal executive officer), Marc Mehlman, the Company’s Chief Financial Officer and Treasurer (and the Company’s principal financial officer), Todd Mackay, the President of Avantax Wealth Management (and a named executive officer), and Stacy Murray, the Company’s Chief Accounting Officer (and the Company’s principal accounting officer) (collectively, the “ Existing Officers ”) ceased to be officers of the Company.

Accordingly, effective as of the Effective Time, Georganne Proctor, Christopher W. Walters, Mark A. Ernst, E. Carol Hayles, Kanayalal A. Kotecha, J. Richard Leaman III, Tina Perry, Karthik Rao and Jana R. Schreuder, constituting all of the directors of the Company prior to the Effective Time (collectively, the “ Existing Directors ”), ceased to be directors of the Company.

Accordingly, effective as of the Effective Time, Georganne Proctor, Christopher W. Walters, Mark A. Ernst, E. Carol Hayles, Kanayalal A. Kotecha, J. Richard Leaman III, Tina Perry, Karthik Rao and Jana R. Schreuder, constituting all of the directors of the Company prior to the Effective Time (collectively, the “ Existing Directors ”), ceased to be directors of the Company.

Accordingly, effective as of the Effective Time, Georganne Proctor, Christopher W. Walters, Mark A. Ernst, E. Carol Hayles, Kanayalal A. Kotecha, J. Richard Leaman III, Tina Perry, Karthik Rao and Jana R. Schreuder, constituting all of the directors of the Company prior to the Effective Time (collectively, the “ Existing Directors ”), ceased to be directors of the Company.

Accordingly, effective as of the Effective Time, Georganne Proctor, Christopher W. Walters, Mark A. Ernst, E. Carol Hayles, Kanayalal A. Kotecha, J. Richard Leaman III, Tina Perry, Karthik Rao and Jana R. Schreuder, constituting all of the directors of the Company prior to the Effective Time (collectively, the “ Existing Directors ”), ceased to be directors of the Company.

Accordingly, effective as of the Effective Time, Georganne Proctor, Christopher W. Walters, Mark A. Ernst, E. Carol Hayles, Kanayalal A. Kotecha, J. Richard Leaman III, Tina Perry, Karthik Rao and Jana R. Schreuder, constituting all of the directors of the Company prior to the Effective Time (collectively, the “ Existing Directors ”), ceased to be directors of the Company.

Accordingly, effective as of the Effective Time, Georganne Proctor, Christopher W. Walters, Mark A. Ernst, E. Carol Hayles, Kanayalal A. Kotecha, J. Richard Leaman III, Tina Perry, Karthik Rao and Jana R. Schreuder, constituting all of the directors of the Company prior to the Effective Time (collectively, the “ Existing Directors ”), ceased to be directors of the Company.

Accordingly, effective as of the Effective Time, each of Christopher W. Walters, the Company’s President and Chief Executive Officer (and the Company’s principal executive officer), Marc Mehlman, the Company’s Chief Financial Officer and Treasurer (and the Company’s principal financial officer), Todd Mackay, the President of Avantax Wealth Management (and a named executive officer), and Stacy Murray, the Company’s Chief Accounting Officer (and the Company’s principal accounting officer) (collectively, the “ Existing Officers ”) ceased to be officers of the Company.

Accordingly, effective as of the Effective Time, Georganne Proctor, Christopher W. Walters, Mark A. Ernst, E. Carol Hayles, Kanayalal A. Kotecha, J. Richard Leaman III, Tina Perry, Karthik Rao and Jana R. Schreuder, constituting all of the directors of the Company prior to the Effective Time (collectively, the “ Existing Directors ”), ceased to be directors of the Company.

Accordingly, effective as of the Effective Time, each of Christopher W. Walters, the Company’s President and Chief Executive Officer (and the Company’s principal executive officer), Marc Mehlman, the Company’s Chief Financial Officer and Treasurer (and the Company’s principal financial officer), Todd Mackay, the President of Avantax Wealth Management (and a named executive officer), and Stacy Murray, the Company’s Chief Accounting Officer (and the Company’s principal accounting officer) (collectively, the “ Existing Officers ”) ceased to be officers of the Company.

Accordingly, effective as of the Effective Time, Georganne Proctor, Christopher W. Walters, Mark A. Ernst, E. Carol Hayles, Kanayalal A. Kotecha, J. Richard Leaman III, Tina Perry, Karthik Rao and Jana R. Schreuder, constituting all of the directors of the Company prior to the Effective Time (collectively, the “ Existing Directors ”), ceased to be directors of the Company.

Accordingly, effective as of the Effective Time, each of Christopher W. Walters, the Company’s President and Chief Executive Officer (and the Company’s principal executive officer), Marc Mehlman, the Company’s Chief Financial Officer and Treasurer (and the Company’s principal financial officer), Todd Mackay, the President of Avantax Wealth Management (and a named executive officer), and Stacy Murray, the Company’s Chief Accounting Officer (and the Company’s principal accounting officer) (collectively, the “ Existing Officers ”) ceased to be officers of the Company.

Accordingly, effective as of the Effective Time, Georganne Proctor, Christopher W. Walters, Mark A. Ernst, E. Carol Hayles, Kanayalal A. Kotecha, J. Richard Leaman III, Tina Perry, Karthik Rao and Jana R. Schreuder, constituting all of the directors of the Company prior to the Effective Time (collectively, the “ Existing Directors ”), ceased to be directors of the Company.

as a result of the completion of the Merger, the certificate of incorporation and the bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety.

as a result of the completion of the Merger, the certificate of incorporation and the bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety.

of the Company occurred, and the Company became a wholly-owned subsidiary of Parent. The total amount of consideration payable in connection with the Merger was approximately $1.3 billion, including the repayment of indebtedness outstanding under the Restatement Agreement. The funds used by Parent to complete the Merger and the related transactions came from

On November 27, 2023, the Company paid all outstanding obligations under that certain Amended and Restated Credit Agreement, dated as of January 24, 2023, by and among the Company, each of the subsidiary guarantors thereto, the lender parties thereto and JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent (as amended by the Amendment No. 1, dated as of February 2, 2023, the “ Restatement Agreement ”), and the Company terminated the Restatement Agreement and all credit commitments under the Restatement Agreement.

On November 2, 2023, a newly formed subsidiary of Parent (the “ Escrow Issuer ”) closed an offering into escrow (the “ Notes Offering ”) of $700.0 million aggregate principal amount of 10.000% Senior Secured Notes due 2030 (the “ Secured Notes ”).

On November 27, 2023, Parent, the Credit Agreement Guarantors, the Trustee and the Notes Collateral Agent entered into a supplemental indenture (the “ Supplemental Indenture ” and, together with the Base Indenture, the “ Indenture ”), whereby Parent agreed to assume the Escrow Issuer’s obligations under the Indenture and the Secured Notes, and the Credit Agreement Guarantors agreed to guarantee, on a joint and several basis, Parent’s obligations under the Indenture and the Secured Notes.

On November 27, 2023, Parent and certain other entities party thereto entered into an amendment (the “ Amendment ”) to that certain First Lien Credit Agreement, dated as of October 1, 2018 (as amended, amended and restated, supplemented or otherwise modified prior to November 27, 2023, the “ Existing Credit Agreement ” and, as amended by the Amendment, the “ Credit Agreement ”), by and among Parent, as the borrower, UBS AG, Stamford Branch, as administrative agent and collateral agent, the other entities party thereto as guarantors, and the lenders party thereto from time to time, pursuant to which, among other things, (i) the initial term loans and revolving credit commitments outstanding under the Existing Credit Agreement were refinanced and (ii) additional term loans and revolving credit commitments were incurred.