{"schema_version":"secwatch.filing_event.v1","accession":"0001999371-23-000541","form_type":"8-K","ticker":null,"cik":"0001068875","company_name":"AVANTAX, INC.","filed_at":"2023-11-27T23:59:59+00:00","discovered_at":"2026-05-14T18:03:28.109174+00:00","generated_at":"2026-06-07T21:18:14.150140+00:00","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.01","5.02","5.03","7.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Cetera Holdings completes acquisition of Avantax for $26/share; stock delisted from Nasdaq","bullets":["Avantax shareholders receive $26.00 per share in cash; total consideration ~$1.3B including debt repayment.","Financing includes $2.44B term loan facility and $700M of 10.000% Senior Secured Notes due 2030.","Avantax now private; common stock no longer traded on Nasdaq; all directors and officers replaced.","Avantax operates as unique community within Cetera with 3,111 financial professionals and $82.3B AUA.","Prior credit agreement terminated; all equity awards cashed out at Merger Consideration."],"urls":{"canonical":"https://secwatch.observer/filing/0001999371-23-000541","json":"https://secwatch.observer/filing/0001999371-23-000541.json","markdown":"https://secwatch.observer/filing/0001999371-23-000541.md","text":"https://secwatch.observer/filing/0001999371-23-000541.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1068875/000199937123000541/0001999371-23-000541-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1068875/000199937123000541/avta_8k-112723.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-07T21:18:14.150140+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"a2da342b79a5c0397bbda944fe80c7145f0418ee","claim":"AVANTAX, INC. incurred senior notes of $700.0 million with The Bank of New York Mellon Trust Company, N.A. at 10.000% maturing due 2030.","evidence_excerpt":"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 ”).","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1068875/000199937123000541/0001999371-23-000541-index.htm","confidence":0.95,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"senior notes"},{"label":"Principal","value":"$700.0 million"},{"label":"Counterparty","value":"The Bank of New York Mellon Trust Company, N.A."},{"label":"Rate","value":"10.000%"},{"label":"Maturity","value":"due 2030"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"1495be0402","claim":"Marc Mehlman resigned as Chief Financial Officer and Treasurer at AVANTAX, INC..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1068875/000199937123000541/0001999371-23-000541-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Chief Financial Officer and Treasurer"}],"fact_type":"executive_change"},{"claim_id":"1e0a9f364d","claim":"Karthik Rao resigned as Director at AVANTAX, INC..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1068875/000199937123000541/0001999371-23-000541-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"45b82a2535","claim":"Christopher W. Walters resigned as Director at AVANTAX, INC..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1068875/000199937123000541/0001999371-23-000541-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"4a3e012c92","claim":"Jana R. Schreuder resigned as Director at AVANTAX, INC..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1068875/000199937123000541/0001999371-23-000541-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"bf123226d8","claim":"Mark A. Ernst resigned as Director at AVANTAX, INC..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1068875/000199937123000541/0001999371-23-000541-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"c40e106ff5","claim":"Georganne Proctor resigned as Director at AVANTAX, INC..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1068875/000199937123000541/0001999371-23-000541-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"cbfcfcfed0","claim":"J. Richard Leaman III resigned as Director at AVANTAX, INC..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1068875/000199937123000541/0001999371-23-000541-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"d3288c6469","claim":"Stacy Murray resigned as Chief Accounting Officer at AVANTAX, INC..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1068875/000199937123000541/0001999371-23-000541-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Chief Accounting Officer"}],"fact_type":"executive_change"},{"claim_id":"ddc40ac015","claim":"Kanayalal A. Kotecha resigned as Director at AVANTAX, INC..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1068875/000199937123000541/0001999371-23-000541-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"e52d4eba3c","claim":"Todd Mackay resigned as President of Avantax Wealth Management at AVANTAX, INC..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1068875/000199937123000541/0001999371-23-000541-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"President of Avantax Wealth Management"}],"fact_type":"executive_change"},{"claim_id":"e61b1f75b8","claim":"E. Carol Hayles resigned as Director at AVANTAX, INC..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1068875/000199937123000541/0001999371-23-000541-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"e7e8c9fc10","claim":"Christopher W. Walters resigned as President and Chief Executive Officer at AVANTAX, INC..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1068875/000199937123000541/0001999371-23-000541-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"President and Chief Executive Officer"}],"fact_type":"executive_change"},{"claim_id":"fc4e52fc61","claim":"Tina Perry resigned as Director at AVANTAX, INC..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1068875/000199937123000541/0001999371-23-000541-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"31fe5041a5b76d94cb678ef84bb971e973a51c7a","claim":"AVANTAX, INC.: Certificate of incorporation amended and restated in its entirety upon merger completion.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1068875/000199937123000541/0001999371-23-000541-index.htm","confidence":0.7,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"a980f06eb32d3239305186a937cda4ed8507e15a","claim":"AVANTAX, INC.: Bylaws amended and restated in their entirety upon merger completion.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1068875/000199937123000541/0001999371-23-000541-index.htm","confidence":0.7,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"74c16d85ddb7446d90b4fc034389a75806895d29","claim":"AVANTAX, INC. underwent a change of control involving Aretec Group, Inc. (Parent), C2023 Sub Corp. (Acquisition Sub) for approximately $1.3 billion, including the repayment of indebtedness outstanding under the Restatement Agreement (closed 2023-11-27).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1068875/000199937123000541/0001999371-23-000541-index.htm","confidence":0.99,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Aretec Group, Inc. (Parent), C2023 Sub Corp. (Acquisition Sub)"},{"label":"Consideration","value":"approximately $1.3 billion, including the repayment of indebtedness outstanding under the Restatement Agreement"},{"label":"Closing","value":"2023-11-27"}],"fact_type":"ma_transaction"},{"claim_id":"1ebc4c462e034864cbbc51500a21863eca6d370c","claim":"AVANTAX, INC. terminated Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A. valued at Paid all outstanding obligations and terminated the Restatement Agreement and all credit commitments (effective 2023-11-27).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1068875/000199937123000541/0001999371-23-000541-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"termination"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"JPMorgan Chase Bank, N.A."},{"label":"Value","value":"Paid all outstanding obligations and terminated the Restatement Agreement and all credit commitments"},{"label":"Effective","value":"2023-11-27"}],"fact_type":"material_agreement"},{"claim_id":"7ec7721bd736d0225be3f9c2b3d3b8417d506266","claim":"AVANTAX, INC. entered into 10.000% Senior Secured Notes due 2030 and related Indenture with The Bank of New York Mellon Trust Company, N.A. valued at $700.0 million aggregate principal amount of 10.000% Senior Secured Notes due 2030 (effective 2023-11-02).","evidence_excerpt":"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 ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1068875/000199937123000541/0001999371-23-000541-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"The Bank of New York Mellon Trust Company, N.A."},{"label":"Value","value":"$700.0 million aggregate principal amount of 10.000% Senior Secured Notes due 2030"},{"label":"Effective","value":"2023-11-02"}],"fact_type":"material_agreement"},{"claim_id":"a58b83972275ae00c66c1b70024e4e28c4061a9b","claim":"AVANTAX, INC. entered into Supplemental Indenture with The Bank of New York Mellon Trust Company, N.A. valued at Parent assumed obligations under the Indenture and Secured Notes (effective 2023-11-27).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1068875/000199937123000541/0001999371-23-000541-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"The Bank of New York Mellon Trust Company, N.A."},{"label":"Value","value":"Parent assumed obligations under the Indenture and Secured Notes"},{"label":"Effective","value":"2023-11-27"}],"fact_type":"material_agreement"},{"claim_id":"e92fc9c9f073c36543726b540ca2d119eb818b49","claim":"AVANTAX, INC. amended First Lien Credit Agreement with UBS AG, Stamford Branch valued at $2,439.0 million term loan facility and a $300.0 million revolving credit facility (effective 2023-11-27).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1068875/000199937123000541/0001999371-23-000541-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"UBS AG, Stamford Branch"},{"label":"Value","value":"$2,439.0 million term loan facility and a $300.0 million revolving credit facility"},{"label":"Effective","value":"2023-11-27"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}