Boston — Learning company Houghton Mifflin Harcourt (“HMH” or the “Company”) (Nasdaq: HMHC) announced today that it closed refinancing transactions for $306 million aggregate principal amount of 9.000% Senior Secured Notes due 2025 (the “Notes”), a $380 million aggregate principal amount five-year senior secured term loan facility (the “Term Loan Facility”) and a $250 million five-year senior secured asset-based revolving credit facility (the “Revolving Facility”, and together with the Term Loan Facility, the “Senior Secured Credit Facilities”). The Notes were issued by the Company's wholly owned subsidiaries, Houghton Mifflin Harcourt Publishers Inc., Houghton Mifflin Harcourt Publishing Company and HMH Publishers LLC, which are also the borrowers under the Senior Secured Credit Facilities.
The Company used the proceeds from the Notes, together with the net proceeds of term loan borrowings under the Term Loan Facility and cash on hand of approximately $114 million, to repay approximately $766 million in borrowings under its existing term loan facility and pay fees and expenses related to the refinancing transactions.
The Notes are fully and unconditionally guaranteed on a senior secured basis by the Company and all of the direct and indirect subsidiaries of Company that guarantee the borrowers' obligations under the Senior Secured Credit Facilities. The Notes, the related guarantees and the Term Loan Facility are secured on a first-priority basis by security interests in certain assets of the issuers and the guarantors (other than assets securing the Revolving Facility) and on a second-priority basis by security interests in all of the issuers' and the guarantors' assets securing the Revolving Credit Facility.
The Notes and related guarantees were offered in a private offering exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The Notes and related guarantees were offered by the initial purchasers only to persons reasonably believed to be “qualified institutional buyers” in reliance on the exemption from registration pursuant to Rule 144A under the Securities Act and to persons outside of the United States in compliance with Regulation S under the Securities Act. The Notes and the related guarantees have not been, and will not be, registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
This press release shall not constitute an offer to sell nor the solicitation of an offer to buy the Notes or any other securities. The offering is not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful.
About Houghton Mifflin Harcourt
Houghton Mifflin Harcourt (Nasdaq: HMHC) is a learning company committed to delivering integrated solutions that engage learners, empower educators and improve student outcomes. As a leading provider of K–12 core curriculum, supplemental and intervention solutions and professional learning services, HMH partners with educators and school districts to uncover solutions that unlock students’ potential and extend teachers’ capabilities. HMH serves more than 50 million students and three million educators in 150 countries, while its award-winning children’s books, novels, non-fiction, and reference titles are enjoyed by readers throughout the world.
Brian S. Shipman, CFA
SVP, Investor Relations
SVP, Corporate Affairs