Item 8.01 Other Events.
On September 22, 2022, the Company issued a press release announcing that the
waiting period has expired under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, in connection with its previously announced transaction
with Vista Equity Partners. The closing of the transaction remains subject to
approval by holders of a majority of Avalara's outstanding common stock and
other customary closing conditions. A copy of the press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press Release, dated as of September 22, 2022
104 The cover page of this Current Report on Form 8-K, formatted in inline XBRL
Additional Information and Where to Find It
This report has been prepared in respect of the proposed transaction involving
Avalara, Inc. ("Avalara") and affiliates of Vista Equity Partners and does not
constitute a solicitation of any vote or approval. In connection with the
proposed transaction, Avalara has filed a definitive proxy statement on Schedule
14A on September 12, 2022 (the "Proxy Statement") relating to a special meeting
of its shareholders with the Securities and Exchange Commission (the "SEC").
Additionally, Avalara may file other relevant materials in connection with the
transaction with the SEC. Shareholders of Avalara are urged to read carefully
and in their entirety the Proxy Statement and any other relevant materials filed
or that will be filed with the SEC when they become available because they
contain or will contain important information about the proposed transaction and
related matters. The Proxy Statement has been filed with the SEC and mailed or
otherwise made available to Avalara shareholders. Shareholders are able to
obtain a copy of the Proxy Statement, as well as other filings containing
information about the transaction that are filed by Avalara with the SEC, free
of charge on EDGAR at www.sec.gov or on the investor relations page of Avalara's
website at investor.avalara.com.
Participants in the Solicitation
Avalara and its directors, executive officers, and certain other members of
management and employees of Avalara may be deemed to be participants in the
solicitation of proxies from the shareholders of Avalara in respect of the
proposed transaction. Information about Avalara's directors and executive
officers is set forth in the proxy statement for Avalara's 2022 Annual Meeting
of Shareholders, which was filed with the SEC on April 21, 2022. Other
information regarding the persons who may, under the rules of the SEC, be
considered participants in the proxy solicitation and a description of their
interests is contained in the Proxy Statement and other relevant materials to be
filed with the SEC in respect of the proposed transaction.
Safe Harbor for Forward-Looking Statements
Certain statements contained in this report may constitute forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These statements include,
but are not limited to, statements regarding Avalara's expectations regarding
the proposed transaction with affiliates of Vista Equity Partners and the future
performance and financial results of Avalara's business and other non-historical
statements. All statements, other than statements of historical fact, are
statements that could be deemed forward-looking statements, including statements
containing the words "predicts," "plans," "expects," "anticipates," "believes,"
"goal," "target," "estimate," "potential," "may," "might," "could," "see,"
"seek," "forecast," and similar words. Avalara cautions readers of this report
that such "forward looking statements", wherever they occur in this report or in
other statements attributable to Avalara, are necessarily estimates reflecting
the judgment of Avalara's senior management and are based on Avalara's current
plans and expectations and involve risks and uncertainties which are, in many
instances, beyond Avalara's control, and which could cause actual results to
differ materially from those included in or contemplated or implied by the
forward-looking statements. Such risks and uncertainties include, among others:
(i) the occurrence of any event, change or other circumstance that could give
rise to the termination of the merger agreement; (ii) the failure to obtain
approval of the proposed transaction by Avalara shareholders; (iii) the failure
to obtain required regulatory approval to the completion of the proposed
transaction or the failure to satisfy any of the other conditions to the
completion of the proposed transaction, including that a governmental entity may
prohibit, delay or refuse to grant approval for the consummation of the proposed
merger; (iv) the risk that the proposed merger will not be consummated in a
timely manner, including if the debt and equity financing for the proposed
transaction is not funded in accordance with their respective terms; (v) the
effect of the announcement of the proposed transaction on the ability of Avalara
to retain and hire key personnel and maintain relationships with its key
business partners and customers, and others with
--------------------------------------------------------------------------------
whom it does business, or on its operating results and businesses generally;
(vi) the response of competitors to the proposed transaction; (vii) risks
associated with the disruption of management's attention from ongoing business
operations due to the proposed transaction; (viii) the ability to meet
expectations regarding the timing and completion of the proposed transaction;
(ix) significant costs associated with the proposed transaction; (x) potential
litigation relating to the proposed transaction; and (xi) restrictions during
the pendency of the proposed transaction that may impact Avalara's ability to
pursue certain business opportunities. Additional factors that could cause
Avalara's actual outcomes or results to differ materially from those described
in the forward-looking statements can be found in the "Risk Factors" sections of
Avalara's Annual Report on Form 10-K for the period ended December 31, 2021,
Quarterly Report on Form 10-Q for the period ended March 31, 2022 and Quarterly
Report on Form 10-Q for the period ended on June 30, 2022, as such factors may
be further updated from time to time in Avalara's other filings with the SEC.
These reports are or will be accessible on the SEC's website at www.sec.gov.
These factors should not be construed as exhaustive and should be read in
conjunction with the other cautionary statements that are included in this press
release and in Avalara's filings with the SEC. As a result of such risks,
uncertainties and factors, Avalara's actual results may differ materially from
any future results, performance or achievements discussed in or implied by the
forward-looking statements contained herein. Avalara is providing the
information in this report as of this date and assumes no obligations to update
the information included in this report or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses