August 6, 2019


Via E-Mail

David W. Ghegan
Troutman Sanders LLP
600 Peachtree Street, N.E.
Suite 3000
Atlanta, GA 30308

       Re:    Liberty Tax, Inc.
              Schedule TO-I filed on August 1, 2019
              File No. 1-35588

Dear Mr. Ghegan:

       The Office of Mergers and Acquisitions has conducted a review of the
filing listed above.
Our comments follow. All defined terms have the same meaning as in the Offer to
Exchange
included as Exhibit 99(A)(1)(A) to the Schedule TO-I.

       Please respond to this letter by revising your filing, by providing the
requested
information, or by advising us when you will provide the requested response. If
you do not
believe our comments apply to your facts and circumstances or do not believe an
amendment is
appropriate, please tell us why in your response.

       After reviewing any amendment to your filing and the information you
provide in
response to these comments, we may have additional comments.

Schedule TO-I filed August 1, 2019

Offer to Purchase   Withdrawal Rights, page 14

   1. At the top of page 15, you state the following: "Tenders of shares of
Liberty common
      stock may be properly withdrawn if the offer is terminated without any
shares of Liberty
      common stock being purchased thereunder." If the offer fails, it is your
obligation to
      promptly return tendered shares. In that circumstance, it is not the
tendering holder's
      obligation to withdraw tendered shares. Please revise.
 David Ghegan, Esq.
Troutman Sanders LLP
August 6, 2019
Page 2


Conditions to the Offer, page 16

   2. All offer conditions must be objective and outside the control of the
bidder in the tender
      offer. Accordingly, please delete or revise the language in the
parenthetical in the first
      sentence, second paragraph of this section.

Equity Financing, page 18

   3. At the top of page 19, you state that the description of the subscription
agreements
      contained in the Offer to Purchase "is not complete." While the
description is necessarily
      a summary and not a verbatim recitation of the agreement, it should
describe all of its
      material terms. Please revise the disclaimer language to avoid stating
the description is
      incomplete. Please make this change where similar language appears
throughout the
      Offer to Purchase (see for example, pages 20 and 21).

   4. Disclose the price per share to be paid by Tributum, L.P. for common
shares of the
      Company pursuant to the subscription agreement.

   5. See our last comment above. Pursuant to the subscription agreement, you
have agreed to
      sell to Tributum, L.P. up to $40,000,000 common shares while this offer
is pending. In
      your response letter, explain how you determined this simultaneous
distribution and
      repurchase is appropriate under Regulation M.

Background of the Offer, page 21

   6. We note that after Party A notified Liberty it was no longer interested
in pursuing an
      acquisition, Party C submitted (on March 21, 2019) a non-binding
indication of interest
      but did not specify a purchase price or range. Although Party C indicated
the purchase
      price would likely be "significantly below" the publicly-announced price
of $13.00 per
      share proposed by Party A, so is the offer price in the tender offer.
Therefore, explain in
      further detail why there was apparently no further engagement with Party
C to attempt to
      negotiate an acquisition. We note the disclosure that the Transaction
Committee
      determined on March 29, 2019 to "conclude the solicitation of potentially
interested
      parties."

Determination of the Special Committee, page 31

   7. Describe the "certain strategic alternatives that might be available to
Liberty" considered
      but rejected by the Special Committee.

Opinion of the Special Advisor to the Special Committee, page 35
 David Ghegan, Esq.
Troutman Sanders LLP
August 6, 2019
Page 3


   8. The disclosure on page 36 indicates that the financial advisor reviewed
information about
      the Company's future operations and prospects and conducted a discounted
cash flow
      analysis described on page 42. So that shareholders may understand the
information that
      formed the basis for such analysis, disclose the projections provided and
used by
      Houlihan Lokey.

Miscellaneous, page 94

   9. Please refer to the statement here that "the offer may not be made to
(nor will tenders of
      Liberty common stock be accepted from or on behalf of)" shareholders
located in certain
      jurisdictions. Revise this disclosure or provide your analysis as to how
limiting
      participation in this manner is consistent with Rule 13e-4(f)(8)(i). See
Section II.G.1 of
      Securities Exchange Act Release No. 58597 (September 19, 2008).

          We remind you that the filing persons are responsible for the
accuracy and adequacy of
   their disclosures, notwithstanding any review, comments, action or absence
of action by the
   staff. Please contact me at (202) 551- 3263 with any questions about these
comments.


                                                   Sincerely,

                                                   /s/ Christina Chalk

                                                   Christina Chalk
                                                   Senior Special Counsel
                                                   Office of Mergers and
Acquisitions