Item 1.01 Entry into a Material Definitive Agreement.
On March 21, 2022, Houghton Mifflin Harcourt Company, a Delaware corporation
(the "Company"), entered into Amendment No. 1 (the "First Amendment") to the
Agreement and Plan of Merger (the "Merger Agreement") by and among the Company,
Harbor Holding Corp., a Delaware corporation (the "Parent"), and Harbor
Purchaser Inc., a Delaware corporation and a wholly owned subsidiary of the
Parent (the "Purchaser"). The Merger Agreement provides for the acquisition of
the Company by the Parent through a cash tender offer (the "Offer") by the
Purchaser for all of the Company's outstanding shares of common stock. The First
Amendment provides that if all conditions to the consummation of the Offer
(other than the condition providing that the Purchaser is not required prior to
April 7, 2022 (the "Inside Date") to accept for purchase shares tendered
pursuant to the Offer and other than those conditions that by their nature are
to be satisfied at the time the Purchaser accepts for purchase the shares
tendered pursuant to the Offer) are satisfied or waived at the time of any
then-scheduled expiration date of the Offer, then the Parent shall cause the
Purchaser to extend the Offer until one minute after 11:59 p.m., Eastern Time,
on the day that is last business day prior to the Inside Date.
Except as set forth in the First Amendment, all other terms of the Merger
Agreement remain unchanged and in full force and effect.
The foregoing description of the First Amendment is qualified in its entirety by
reference to the First Amendment, a copy of which is filed as Exhibit 2.1 hereto
and is incorporated herein by reference.
Important Information
This filing is for informational purposes only and is neither an offer to
purchase nor a solicitation of an offer to sell shares of the Company's common
stock. The solicitation and offer to buy shares of the Company's is only being
made pursuant to the tender offer materials that the Parent has filed with the
U.S. Securities and Exchange Commission (the "SEC"). The Parent has filed a
tender offer statement on Schedule TO with the SEC, and the Company has filed a
solicitation/recommendation statement on Schedule 14D-9 with respect to the
tender offer. THE COMPANY'S STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER
DOCUMENTS) AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM
TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY
BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION
AND THE PARTIES THERETO. Both the tender offer statement and the
solicitation/recommendation statement will be mailed to the Company's
stockholders free of charge. Investors and stockholders may obtain free copies
of the Schedule TO and Schedule 14D-9, as each may be amended or supplemented
from time to time, and other documents filed by the parties (when available) at
the SEC's web site at www.sec.gov, by contacting the Company's Investor
Relations either by telephone at 410-215-1405 or e-mail at
Chris.Symanoskie@hmhco.com or on the Company's website at www.hmhco.com.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
2.1 Amendment No. 1 to Agreement and Plan of Merger, dated as of
March 21, 2022 by and among the Parent, the Purchaser and the Company
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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