BOSTON, May 11, 2021 /PRNewswire/ -- Learning
technology leader Houghton Mifflin Harcourt ("HMH" or the
"Company") (Nasdaq: HMHC) announced today that its wholly owned
subsidiaries, Houghton Mifflin Harcourt Publishers Inc., Houghton
Mifflin Harcourt Publishing Company and HMH Publishers LLC, are
commencing a cash tender offer (the "Asset Sale Offer") to purchase
up to $158 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 is being made pursuant to the indenture
governing the Notes (the "Indenture") as a result of the Company's
sale of all of the assets, including intellectual property, used
primarily in its HMH Books & Media segment (the "Books &
Media Asset Sale") as set forth in that certain Asset Purchase
Agreement dated March 26, 2021 (the
"Purchase Agreement") among Houghton Mifflin Harcourt Publishing
Company, HarperCollins Publishers L.L.C. (the "Purchaser") and
solely for purposes of guaranteeing the obligations of the
Purchaser under the Purchase Agreement, News Corporation, the
Purchaser's parent company.
The Books & Media Asset Sale constituted an "Asset Sale"
under the Indenture requiring an "Asset Sale Offer" and "Collateral
Asset Sale Offer" under the Indenture. The source of funds is cash
on hand from the proceeds of the Books & Media Asset Sale.
The Asset Sale Offer will expire at 11:59
p.m., New York City time,
on June 8, 2021, unless extended by
the Company, in its sole discretion (the "Expiration Time"). If the
aggregate principal amount of Notes and other first Lien
obligations and any other indebtedness that ranks pari passu to the
Notes, in each case subject to Section 4.10 of the Indenture,
surrendered by the holders thereof exceeds the Offer Amount, only
the Offer Amount will be accepted for purchase, and the Notes and
such indebtedness to be purchased on a pro rata basis with such
adjustments as may be needed so that only Notes in minimum amounts
of $2,000 and integral multiples of
$1,000 in excess thereof will be so
purchased.
In the event that the aggregate principal amount of tendered and
accepted Notes is less than the Offer Amount, any amount less than
the Offer Amount not used for the purchase of Notes pursuant to the
Asset Sale Offer will be available for use in any manner permitted
under the Indenture, including the repayment of debt.
The Asset Sale Offer is being made pursuant to an Offer to
Purchase, dated May 11, 2021, and
related documents (collectively, the "Offer Documents"), which set
forth the complete terms and conditions of the Asset Sale Offer.
The Asset Sale Offer is made only by and pursuant to the terms set
forth in the Offer Documents, and the information in this press
release is qualified by reference to those documents. Subject to
applicable law, the Company may amend, extend or terminate the
Asset Sale Offer.
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 is being made only pursuant to the Offer
Documents that the Company will distribute to its Noteholders, and
Noteholders should read carefully the offer documents because they
contain important information, including the various terms of, and
conditions to, the Asset Sale Offer. Noteholders are urged to
carefully read these materials prior to making any decision with
respect to the Asset Sale Offer.
About Houghton Mifflin Harcourt
Houghton Mifflin Harcourt
(Nasdaq: HMHC) is a learning technology 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.
CONTACT
Investor Relations
investor.relations@hmhco.com
Media Relations
Bianca
Olson
SVP, Corporate Affairs
617-351-3841
Bianca.Olson@hmhco.com
Forward-Looking Statements
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, 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 delays in receiving required regulatory approvals in
connection with our recently announced agreement to sell the HMH
Books & Media business or in satisfying other closing
conditions and any disruptions in the global credit and financial
markets that could have a negative impact on the completion of the
proposed transaction; any disruption resulting from the proposed
transaction 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.
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SOURCE Houghton Mifflin Harcourt