SEC Info - Vintage Capital Management LLC, et al. - ‘SC 13D/A’ on 8/8/19 re: Liberty Tax, Inc.

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Vintage Capital Management LLC, et al. – ‘SC 13D/A’ on 8/8/19 re: Liberty Tax, Inc.

On: Thursday, 8/8/19, at 8:32am ET · Accession #: 1144204-19-38394 · File #: 5-87322

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/08/19  Vintage Capital Management LLC    SC 13D/A               2:113K Liberty Tax, Inc.                 Toppan Vintage/FA
          Brian R. Kahn
          Kahn Capital Management, LLC

Amendment to Statement of Acquisition of Beneficial Ownership by a Non-Passive Investor — Sch. 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to Statement of Acquisition of            HTML     33K 
                Beneficial Ownership by a Non-Passive Investor                   
 2: EX-99.14    Exhibit 14                                          HTML     44K

‘SC 13D/A’ — Amendment to Statement of Acquisition of Beneficial Ownership by a Non-Passive Investor

This is an HTML Document rendered as filed. [ Alternative Formats ]

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Liberty Tax, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

53128T102

(CUSIP Number)

Vintage Capital Management, LLC

4705 S. Apopka Vineland Road, Suite 206

Orlando, FL 32819

(407) 909-8015

With a copy to:

Russell Leaf, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019-6099(212) 728-8000

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

August 7, 2019

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ¨

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 53128T102		13D	Page 2 of 6
(1) NAMES OF REPORTING PERSONS Vintage Capital Management, LLC
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
(3) SEC USE ONLY
(4) SOURCE OF FUNDS (see instructions) OO
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	(7) SOLE VOTING POWER
	0 shares
	(8) SHARED VOTING POWER
	6,073,467 shares
	(9) SOLE DISPOSITIVE POWER
	0 shares
	(10) SHARED DISPOSITIVE POWER
	6,073,467 shares
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,073,467 shares
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.01%^*
(14) TYPE OF REPORTING PERSON (see instructions) OO

* Percentage calculated based on 24,280,828 shares of Common Stock outstanding, which is based on 16,197,495 shares of Common Stock actually outstanding and the approximately 8,083,322 shares of Common Stock issuable upon redemption of the New Holdco Units and shares of Preferred Stock.

CUSIP No. 53128T102		13D	Page 3 of 6
(1) NAMES OF REPORTING PERSONS Kahn Capital Management, LLC
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
(3) SEC USE ONLY
(4) SOURCE OF FUNDS (see instructions) OO
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	(7) SOLE VOTING POWER
	0 shares
	(8) SHARED VOTING POWER
	6,073,467 shares
	(9) SOLE DISPOSITIVE POWER
	0 shares
	(10) SHARED DISPOSITIVE POWER
	6,073,467 shares
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,073,467 shares
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.01%^*
(14) TYPE OF REPORTING PERSON (see instructions) OO

CUSIP No. 53128T102		13D	Page 4 of 6
(1) NAMES OF REPORTING PERSONS Brian R. Kahn
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
(3) SEC USE ONLY
(4) SOURCE OF FUNDS (see instructions) OO
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	(7) SOLE VOTING POWER
	2,912,628 shares
	(8) SHARED VOTING POWER
	6,073,467 shares
	(9) SOLE DISPOSITIVE POWER
	2,912,628 shares
	(10) SHARED DISPOSITIVE POWER
	6,073,467 shares
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,986,095 shares
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.01%^*
(14) TYPE OF REPORTING PERSON (see instructions) IN

Explanatory Note

This Amendment No. 5 (this “Amendment”) amends and supplements the Schedule 13D filed on August 1, 2018 (as amended by Amendment No. 1 to the Schedule 13D filed on August 9, 2018, Amendment No. 2 to the Schedule 13D filed on May 6, 2019, Amendment No. 3 to Schedule 13D filed on May 17, 2019, and Amendment No. 4 to the Schedule 13D filed on July 11, 2019, the “Schedule 13D”) by the Reporting Persons relating to the Common Stock of the Issuer. Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D.

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:

On August 7, 2019, the Issuer entered into that certain Agreement and Plan of Merger by and among the Issuer, Vitamin Shoppe, Inc. (the “Target”) and the subsidiary of the Issuer named therein (the “Merger Agreement”), pursuant to which the Issuer or a direct or indirect subsidiary thereof has agreed to acquire, through a merger, 100% of the outstanding capital stock of the Target. In connection with the Merger Agreement, (i) Tributum, L.P. (“Tributum”), an investment vehicle managed by Vintage Capital, entered into an equity commitment letter with the Issuer pursuant to which, and subject to the terms and conditions set forth therein, among other things, Tributum committed to provide $70 million in financing through the purchase, directly or indirectly, of shares of Common Stock at a price of $12.00 per share (the “Equity Commitment Letter”), and (ii) certain affiliates of Vintage Capital entered into a voting agreement with the Target pursuant to which, and subject to the terms and conditions set forth therein, among other things, such affiliates of Vintage Capital have agreed to vote all shares of common stock of the Target owned thereby in favor of the transactions contemplated by the Merger Agreement (the “Voting Agreement”).

The foregoing descriptions of the Equity Commitment Letter and the Voting Agreement do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Equity Commitment Letter and Voting Agreement, copies of which are attached as Exhibits 14 and 15 hereto, respectively, and are incorporated herein by reference.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented to include the following:

All information included in Item 4 is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented to include the following:

14.		Equity Commitment Letter

15.		Voting Agreement (incorporated by reference to Amendment No. 1 to Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on August 8, 2019 in respect of the shares of common stock of Vitamin Shoppe, Inc. that may be deemed to be beneficially owned thereby)

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

August 8, 2019

	VINTAGE CAPITAL MANAGEMENT, LLC


	By:		/s/ Brian Kahn
			Name: Brian R. Kahn
			Title: Manager

	KAHN CAPITAL MANAGEMENT, LLC


	By:		/s/ *Brian Kahn*
			Name: Brian R. Kahn
			Title: Manager


	/s/ Brian R. Kahn
	Name: Brian R. Kahn

Dates Referenced Herein and Documents Incorporated by Reference

This ‘SC 13D/A’ Filing	Date	Other Filings

Filed on:	8/8/19	SC 13D/A, SC TO-I/A
	8/7/19
	7/11/19	8-K, DEFA14A, SC 13D/A, SC TO-C
	5/17/19	SC 13D/A
	5/6/19	8-K, SC 13D/A
	8/9/18	3/A, 8-K, SC 13D/A
	8/1/18	11-K, 3, 3/A, 4, 8-K, SC 13D
		List all Filings

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Filing Submission 0001144204-19-038394 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)