In connection with its sale of these Buddy's Home Furnishings stores to Liberty Tax, A-Team Leasing intends to become a franchisee of five Sears Outlet locations, with this franchising transaction expected to become effective concurrently with the Sale. Forward-Looking StatementsThis press release contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, those that contain, or are identified by, words such as “outlook”, “guidance”, “believes”, “expects”, “potential”, “continues”, “may”, “will”, “should”, “predicts”, “intends”, “plans”, “estimates”, “anticipates”, “could” or the negative version of these words or other comparable words. This communication is being made in respect of the proposed Sale and the separately proposed merger involving Sears Hometown and Transform. Here are highlights of the deal. Form SC 13D/A Liberty Tax, Inc. [Amend] General statement of acquisition of beneficial ownership. The information in the preliminary information statement is not complete and may be changed. The acquisition of Sears Outlet is an important step forward in the evolution of Liberty Tax's strategic objectives, as it follows the July 2019 acquisition of Buddy's Home Furnishings and the proposed acquisition of The Vitamin Shoppe, Inc. ("Vitamin Shoppe") announced earlier in August. Guggenheim focuses on the return and risk needs of insurance companies, corporate and public pension funds, sovereign wealth funds, endowments and foundations, consultants, wealth managers, and high-net-worth investors. Liberty Tax's acquisition of The Vitamin Shoppe is part of the tax company's plan to grow franchise-centric businesses. More than 90% of its Hometown Stores are operated by independent local dealers or franchisees. SEC.report. Form SC 13D/A (Filed by) SEC.report. Guggenheim Investments represents the following affiliated investment management businesses of Guggenheim Partners, LLC: Guggenheim Partners Investment Management, LLC, Security Investors, LLC, Guggenheim Funds Investment Advisors, LLC, Guggenheim Funds Distributors, LLC, GS GAMMA Advisors, LLC, Guggenheim Partners Europe Limited and Guggenheim Partners India Management. Guggenheim's 300+ investment professionals perform rigorous research to understand market trends and identify undervalued opportunities in areas that are often complex and underfollowed. About Sears Hometown and Outlet Stores, Inc. Sears Hometown and Outlet Stores, Inc. is a national retailer primarily focused on selling home appliances, hardware, tools and lawn and garden equipment. from 8 AM - 9 PM ET, HVAC (Heating, Ventilation and Air-Conditioning), Machine Tools, Metalworking and Metallurgy, Aboriginal, First Nations & Native American. Form SC 13D/A (Filed by) SEC.report. The forward-looking statements are based upon the current beliefs and expectations of the managements of Liberty Tax and Sears Hometown and should be read in conjunction with the other cautionary statements, including “Risk Factors” that are included in SEC filings by Liberty Tax and Sears Hometown. VIRGINIA BEACH, Va., Nov. 28, 2018 (GLOBE NEWSWIRE) -- Liberty Tax, Inc. (OTC PINK: TAXA) (“Liberty Tax” or the “Company”), the parent company of Liberty Tax Service, today announced that it has received an unsolicited and non-binding proposal from an unaffiliated private equity fund to acquire all of the outstanding shares of Liberty Tax for $13.00 per share. The struggling nutritional supplement retailer The Vitamin Shoppe was recently purchased by Liberty Tax. You may obtain copies of all documents filed with the SEC regarding the merger, free of charge, at the SEC’s website, http://www.sec.gov, or from Sears Hometown by directing a request by mail or telephone to Sears Hometown and Outlet Stores, Inc. at 5500 Trillium Boulevard, Suite 501, Hoffman Estates, Illinois 60192, telephone (847) 286-7000, Attention: General Counsel. As a result of the Sale, which is estimated to result in Net Proceeds (as defined in the Merger Agreement) of approximately $121 million, the merger consideration payable by Transform in the merger transaction for the outstanding shares of Sears Hometown not owned by ESL Investments, Inc. and its affiliates is estimated to be approximately $3.25 per share in cash, an increase of approximately $1.00, or approximately 44.4%, from the previously announced base merger consideration of $2.25 per share. Sears Hometown and Liberty Tax believe that all forward-looking statements are based on reasonable assumptions when made; however, Sears Hometown and Liberty Tax caution that it is impossible to predict actual results or outcomes or the effects of risks, uncertainties or other factors on anticipated results or outcomes with certainty and that, accordingly, one should not place undue reliance on these statements. Liberty Tax, Inc. (OTC PINK: TAXA) is the indirect parent company of Liberty Tax Service and Buddy's Home Furnishings and expects to acquire Vitamin Shoppe in the third or fourth quarter of 2019. The parent of Liberty Tax Service has agreed to buy Sears Hometown's Outlet Stores unit in a cash deal valued at $132.9 million, the companies said in a … These transactions are intended as the first step in … This approach to investment management has enabled Guggenheim to deliver innovative strategies providing diversification and attractive long-term results. This unique portfolio of Sears Outlet retail stores and distribution capabilities will add complementary products and sales channels and enable Liberty Tax to offer high quality home goods to consumers across the nation, while also offering unique value propositions. Additional Information and Where to Find It. Liberty Tax, Inc. Form SC 13D/A. Bloomberg the Company & Its Products The Company & its Products Bloomberg Terminal Demo Request Bloomberg Anywhere Remote Login Bloomberg Anywhere Login Bloomberg Customer Support Customer Support Form SC 13D/A Liberty Tax, Inc. [Amend] General statement of acquisition of beneficial ownership. Liberty Tax also supports local communities with fundraising endeavors and contributes as a national sponsor to many charitable causes. Liberty Media was spun off from AT&T on August 10, 2001. Liberty Tax begins review of acquisition proposal, will solicit other proposals, too. In connection with the merger, Sears Hometown filed with the SEC, on July 26, 2019, a preliminary information statement for its stockholders containing the information with respect to the merger and the transactions contemplated to be entered into in connection therewith required in Schedule 14C promulgated under the Securities Exchange Act of 1934, as amended, and describing, among other things, the merger and the transactions contemplated to be entered into in connection therewith. Liberty Tax also supports local communities with fundraising endeavors and contributes as a national sponsor to many charitable causes. These documents may also be obtained free of charge from Liberty Expedia by requesting them by mail at Liberty Expedia Holdings, Inc., 12300 Liberty … The Sale and the merger between Sears Hometown and Transform are each expected to close in October 2019, subject to the satisfaction of specified conditions. Guggenheim focuses on the return and risk needs of insurance companies, corporate and public pension funds, sovereign wealth funds, endowments and foundations, consultants, wealth managers, and high-net-worth investors. The Vitamin Shoppe is being acquired by Virginia Beach, Virginia-based Liberty Tax Inc. for $208 million, the Secaucus-based nutritional products announced Thursday. By Briana Adhikusuma. The actual increase, if any, in the per share base merger consideration in the merger transaction with Transform is dependent on the actual amount of Net Proceeds realized by Sears Hometown in the Sale, which may be lower than the current estimate. Liberty Tax was sued by the State of California in 2009 for promising its customers speedy tax refunds while failing to disclose that they were actually taking out high-interest bank loans on their behalf subject to finance charges and debt collections, a state appeals court has ruled in upholding a $1.3 million judgment against the tax preparation firm. Liberty Tax is focused on the evaluation and acquisition of franchise-oriented or complementary businesses. The information in the preliminary information statement is not complete and may be changed. In this new transaction Liberty Tax picked up an additional 41 Buddy’s locations from franchisee A-Team Leasing. Liberty Tax’s acquisition of the 41 Buddy’s Home Furnishings stores from A-Team Leasing was financed, in part, through approximately $23 million of additional borrowings under the existing secured credit facility of Buddy’s. Liberty Tax Inc. is buying nutritional products retailer Vitamin Shoppe Inc. (NYSE: ... “Following a careful and disciplined assessment, the board of directors has concluded that the acquisition proposal from Liberty Tax maximizes value for our shareholders,” says Vitamin Shoppe CEO Sharon Leite. Its Hometown stores (which includes its Hometown Stores, its Hardware Stores, and its Home Appliance Showrooms) are designed to provide its customers with in-store and online access to a wide selection of national brands of home appliances, tools, lawn and garden equipment, sporting goods and household goods, depending on the particular format. Forward-looking statements may include, but are not limited to, statements relating to the proposed transaction between Sears Hometown and Liberty Tax. Forward-looking statements may include, but are not limited to, statements relating to the proposed transaction between Sears Hometown and Liberty Tax. Upon the closing of the Sale, Liberty Tax’s store portfolio will include several hundred retail locations with a combination of company operated and franchisee operated stores. About Sears Hometown and Outlet Stores, Inc. Sears Hometown and Outlet Stores, Inc. is a national retailer primarily focused on selling home appliances, hardware, tools and lawn and garden equipment. Guggenheim Investments ("Guggenheim") is the global asset management and investment advisory division of Guggenheim Partners, with more than $209 billion1 in total assets under management across fixed income, equity, and alternative strategies. Under the direction of its board of directors (the 'Board'), Liberty Tax … ESL Investments, Inc. and its affiliates, the majority owners of Transform, presently hold approximately 55.2% of the outstanding shares of Sears Hometown. Liberty Tax’s acquisition of the 41 Buddy’s Home Furnishings stores from A-Team Leasing was financed, in part, through approximately $23 million of additional borrowings under the existing secured credit facility of Buddy’s. In connection with the execution of the purchase agreement, Liberty Tax entered into a debt commitment letter with Guggenheim Credit Services, LLC, as administrative agent and lead arranger, and clients managed by Guggenheim Investments, the global asset management and investment advisory business of Guggenheim Partners, and an equity commitment letter with an affiliate of Vintage, each of which is subject to customary conditions. Guggenheim Investments (“Guggenheim”) is the global asset management and investment advisory division of Guggenheim Partners, with more than $209 billion1 in total assets under management across fixed income, equity, and alternative strategies. Concurrently with its entry into the Purchase Agreement, Sears Hometown entered into a letter agreement with Transform and a wholly owned subsidiary of Transform which, among other things, provides that, subject to the satisfaction of certain conditions, the merger will close substantially concurrently with the closing of the Sale. Investors are urged to carefully read the information statement regarding the merger, the transactions contemplated to be entered into in connection therewith (including the proposed Sale) and any other relevant documents in their entirety when they become available because they will contain important information about the merger and the transactions contemplated to be entered into in connection therewith (including the proposed Sale). The Vitamin Shoppe … Vintage Capital Management LLC. Shearman & Sterling LLP acted as legal counsel to the Special Committee of the Sears Hometown Board of Directors and PJ Solomon acted as its financial advisor. The US omnichannel, speciality retailer of nutritional products will be sold in an all-cash transaction valued at … VIRGINIA BEACH, Va. — Vintage Capital Management has sold Buddy’s Home Furnishings to the publicly held Liberty Tax, which intends to transform from a … © 2020 GlobeNewswire, Inc. All Rights Reserved. These statements are subject to various significant risks and uncertainties, many of which are outside of the control of Sears Hometown and Liberty Tax, including, among others, the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the business and the stock price of Sears Hometown and/or Liberty Tax; risks related to the occurrence of any event, change or other circumstance that could give rise to the termination of the purchase agreement or the failure to satisfy any of the conditions to the completion of the proposed transaction; the calculation of Net Proceeds under the Merger Agreement and any adjustment to the merger consideration under the Merger Agreement as a consequence thereof; the effect of the announcement or pendency of the proposed transaction on the ability of Sears Hometown or Liberty Tax to retain and hire key personnel and maintain relationships with its customers, suppliers, partners and others with whom they do business, or on their respective operating results and business generally; risks associated with the diversion of management’s attention from ongoing business operations due to the proposed transaction; legal proceedings related to the proposed transaction; uncertainties as to Liberty Tax’s ability to obtain financing in order to consummate the proposed transaction; costs, charges or expenses resulting from the proposed transaction; the franchising of the Sears Outlet business, including to A-Team Leasing; and the ability of Liberty Tax to implement and execute on its franchise-centric business model. 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