BOSTON — Learning technology company Houghton Mifflin Harcourt (“HMH” or the “Company”) (Nasdaq: HMHC) announced today the results of the cash tender offer (the “Asset Sale Offer”) by its wholly owned subsidiaries, Houghton Mifflin Harcourt Publishers Inc., Houghton Mifflin Harcourt Publishing Company and HMH Publishers LLC, to purchase up to $158.0 million aggregate principal amount (the “Offer Amount”) of their 9.000% Senior Secured Notes due 2025 (the “Notes”), at a purchase price of 100% of the principal amount thereof plus accrued and unpaid interest to, but not including, the purchase date. The Asset Sale Offer expired at 11:59 p.m., New York City time, on June 8, 2021.
According to information provided by Global Bondholder Services Corporation, the Information Agent, as of the expiration of the Asset Sale Offer, $2,726,000 aggregate principal amount of the Notes were validly tendered and not validly withdrawn in the Asset Sale Offer. As the aggregate principal amount of the Notes validly tendered and not validly withdrawn does not exceed the Offer Amount, all validly tendered Notes that were not validly withdrawn have been accepted.
Payment for the validly tendered and not validly withdrawn Notes will be made at a purchase price of 100% of the principal amount thereof plus accrued and unpaid interest thereon to, but not including, the date of purchase (the “Purchase Date”). The Company expects the Purchase Date to be June 10, 2021. The aggregate purchase price, inclusive of accrued and unpaid interest, payable on the Purchase Date for the validly tendered and not validly withdrawn Notes will be $2,804,372.50.
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any Notes. The Asset Sale Offer does not constitute an offer to purchase Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities laws. The Asset Sale Offer was made only pursuant to the Offer to Purchase, dated May 11, 2021, and the related documents.
For further information, contact Global Bondholder Services Corporation:
Global Bondholder Services Corporation
65 Broadway – Suite 404
New York, New York 10006
Attn: Corporate Actions
Banks and Brokers call: 212-430-3774 (toll free: 866-470-3800)
About Houghton Mifflin Harcourt
Houghton Mifflin Harcourt (NASDAQ: HMHC) is a learning technology company committed to delivering connected 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 3 million educators in 150 countries.
SVP, Corporate Affairs
The statements contained herein include forward-looking statements which involve risks and uncertainties. Forward-looking statements include all statements that are not statements of historical facts, including statements regarding our efforts to execute on the Asset Sale Offer and the timing of the Purchase Date, our Digital First, Connected growth strategy, to establish ourselves as a pure-play K-12 learning technology company and to generate free cash flow. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. We caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are based upon information available to us on the date of this press release.
We caution you that forward-looking statements are not guarantees of future performance and that actual results may differ materially from those made in or suggested by the forward-looking statements contained herein. Important factors that could cause actual results to vary from expectations include, but are not limited to: the duration and severity of the COVID-19 pandemic and its impact on the federal, state and local economies and on K-12 schools; any disruption resulting from the completed sale of our HMH Books & Media business that adversely affects our businesses and business relationships, including with employees and suppliers; the rate and state of technological change; state requirements related to digital instructional materials; our ability to execute on our Digital First, Connected growth strategy; increases in our operating costs; our ability to retain and hire key personnel; and other factors discussed in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. These forward-looking statements speak only as of the date of this press release, and we do not assume any obligation to update or revise any forward-looking statement made herein.