Item 8.01 Other Events.
On September 26, 2022, Avalara, Inc. ("Avalara") issued a press release
regarding an investor presentation that was filed with the Securities and
Exchange Commission (the "SEC") on September 23, 2022 with respect to the
proposed transaction with affiliates of Vista Equity Partners. 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 26, 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 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 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
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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.
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