Item 8.01. Other Events.
On March 7, 2022, Houghton Mifflin Harcourt Publishers Inc., Houghton Mifflin
Harcourt Publishing Company and HMH Publishers LLC (collectively, the
"Issuers"), each a wholly-owned subsidiary of Houghton Mifflin Harcourt Company
(the "Company"), caused to be delivered to the holders of the Issuers' 9.000%
Senior Secured Notes Due 2025 (the "Notes") a conditional notice of redemption
(the "Notice") relating to the full redemption of all of their issued and
outstanding Notes (the "Redemption") on April 7, 2022 (the "Redemption Date"),
pursuant to the Indenture dated as of November 22, 2019 (the "Indenture") among
the Issuers, the guarantors named therein, U.S. Bank National Association, as
trustee (the "Trustee"), and Citibank, N.A., as notes collateral agent. The
redemption price for the Notes is equal to the sum of 104.500% of the principal
amount of the Notes, plus accrued and unpaid interest, if any, on the Notes to
(but not including) the Redemption Date (the "Redemption Price"). If the Closing
Condition (defined below) has been satisfied, on and after the Redemption Date,
interest on the Notes will cease to accrue in accordance with the Indenture,
unless the Issuers default in paying the Redemption Price.
The Issuers' obligation to redeem the Notes and pay the Redemption Price on the
Redemption Date is conditioned upon the completion of the merger of Harbor
Purchaser Inc., a Delaware corporation (the "Purchaser"), into the Company, with
the Company continuing as the surviving corporation (the "Merger") (the "Closing
Condition"), pursuant to and on terms set forth in an Agreement and Plan of
Merger, dated February 21, 2022 (the "Merger Agreement") by and among the
Company, Harbor Holding Corp., a Delaware corporation (the "Parent"), and the
Purchaser. The Merger Agreement provides for the acquisition of the Company by
the Parent through a cash tender offer by the Purchaser for all of the Company's
outstanding shares of common stock, $0.01 par value per share (the "Common
Stock"), at a price of $21.00 per share of Common Stock.
In the Issuers' discretion, the Redemption Date may be delayed until such time
as the Closing Condition is satisfied. The Redemption may not occur and the
Notice may be rescinded in the event that the Closing Condition is not satisfied
by the Redemption Date or by the Redemption Date so delayed. The closing of the
Merger and the acceptance by the Purchaser of shares of Common Stock in the
related cash tender offer are subject to a number of conditions, including that
the number of shares of Common Stock validly tendered and not validly withdrawn,
together with any shares of Common Stock beneficially owned by the Parent or any
subsidiary of the Parent, equals at least one share more than 50% of all shares
of Common Stock then outstanding. As a result, there can be no assurance that
the Redemption will occur on the Redemption Date or at all.
This Current Report on Form 8-K does not constitute a notice of redemption under
the Indenture and is qualified in its entirety by reference to the Notice.
Important Additional Information
The tender offer for the outstanding shares of Common Stock has not yet
commenced. This communication is for informational purposes only and is neither
an offer to purchase nor a solicitation of an offer to sell shares of Common
Stock. The solicitation and offer to buy shares of Common Stock will only be
made pursuant to the tender offer materials that the Parent intends to file with
the U.S. Securities and Exchange Commission (the "SEC"). At the time the tender
offer is commenced, the Parent will file a tender offer statement on Schedule TO
with the SEC, and the Company will file 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.
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