This Amendment No. 3 (this Amendment) amends and supplements the Tender Offer
Statement on Schedule TO filed with the U.S. Securities and Exchange Commission on March 7, 2022 (together with any amendments and supplements hereto, this Schedule TO) by Harbor Purchaser Inc., a Delaware corporation (the
Offeror) and a wholly owned subsidiary of Harbor Holding Corp., a Delaware corporation (Parent), which is an indirect, wholly owned subsidiary of The Veritas Capital Fund VII, L.P., a Delaware limited
partnership (the Sponsor). This Schedule TO relates to the offer by the Offeror to purchase all of the issued and outstanding Company Shares at a purchase price of $21.00 per share (the Offer Price), net to the
holder thereof in cash, net of applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 7, 2022 (the Offer to Purchase), and in the
related Letter of Transmittal (the Letter of Transmittal), which, together with the Offer to Purchase, as each may be amended or supplemented from time to time in accordance with the Merger Agreement described below, collectively
constitute the Offer), copies of which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. All the information set forth in the Offer to Purchase is incorporated herein by reference in
response to all of the applicable items in the Schedule TO and is supplemented by the information specifically provided in the Schedule TO, except that such information is amended and supplemented to the extent specifically provided in this
Amendment. The Agreement and Plan of Merger, dated as of February 21, 2022 (as amended by Amendment No. 1, entered into on March 21, 2022, a copy of which is attached as Exhibit (d)(5) to the Schedule TO), by and among Parent, the
Offeror and Houghton Mifflin Harcourt Company, a Delaware corporation (HMH), a copy of which is attached as Exhibit (d)(1) thereto, is incorporated herein by reference with respect to Items 4 through 11 of the Schedule TO. Unless
otherwise indicated, references to sections in this Amendment are references to sections of the Offer to Purchase. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to
Purchase or in the Schedule TO. This Amendment is being filed to amend and supplement Items 1 through 9 and Item 11 of the Schedule TO as reflected below.
ITEMS 1 THROUGH 9 AND ITEM 11.
The Offer to Purchase
and Items 1 through 9 and 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by adding the following text thereto:
On March 29, 2022, Purchaser extended the expiration of the Offer. The Offer was previously scheduled to expire at one minute after 11:59 p.m., New
York City time, on April 1, 2022. The expiration date of the Offer has been extended until one minute after 11:59 p.m., New York City time, on April 6, 2022, unless further extended. Computershare Trust Company, N.A., the depositary for
the Offer, has indicated that as of one minute after 11:59 p.m., New York City time, March 28, 2022, approximately 1,803,547 Company Shares had been validly tendered into and not validly withdrawn from the Offer, representing 0.6% of the
outstanding Company Shares.
On March 29, 2022,Veritas Capital issued a press release announcing the extension of the Offer. The full text of the
press release is attached as Exhibit (a)(5)(B) to the Schedule TO and is incorporated herein by reference.
AMENDMENTS TO THE OFFER TO PURCHASE
AND EXHIBITS TO THE SCHEDULE TO.
All references to one minute after 11:59 p.m., New York City time, on April 1, 2022 set forth in the
Offer to Purchase (Exhibit (a)(1)(A)), Letter of Transmittal (Exhibit (a)(1)(B)), Notice of Guaranteed Delivery (Exhibit (a)(1)(C)), Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(D)), and Letter to
Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(E)) are hereby amended and replaced with one minute after 11:59 p.m., New York City time, on April 6, 2022.
ITEM 12. EXHIBITS.
Item 12 of this Schedule TO is
hereby amended by adding the following exhibits: