UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 21, 2022
(Exact name of registrant as specified in its charter)
| Delaware | 001-36166 | 27-1566372 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 125 High Street Boston, Massachusetts |
02110 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (617) 351-5000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of exchange on which registered | ||
| Common Stock, $0.01 par value per share | HMHC | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| 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 |
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) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HOUGHTON MIFFLIN HARCOURT COMPANY | ||
| By: | /s/ William F. Bayers | |
| Name: | William F. Bayers | |
| Title: | Executive Vice President, Secretary and General Counsel | |
Dated: March 22, 2022
Exhibit 2.1
Execution Version
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated and effective as of March 21, 2022, is entered into by and among Harbor Holding Corp., a Delaware corporation (the “Parent”), Harbor Purchaser Inc., a Delaware corporation and a wholly owned subsidiary of Parent (the “Purchaser”), and Houghton Mifflin Harcourt Company, a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Merger Agreement (as defined below).
RECITALS
WHEREAS, the Parent, the Purchaser and the Company are parties to that certain Agreement and Plan of Merger, dated as of February 21, 2022 (the “Original Merger Agreement”, and as may be amended from time to time, including pursuant to this Amendment, the “Merger Agreement”), pursuant to which, among other things and on the terms and subject to the conditions set forth therein, the Purchaser will merge with and into the Company, with the Company continuing as the surviving corporation of such merger as a wholly owned Subsidiary of the Parent; and
WHEREAS, pursuant to and in accordance with Section 8.4 of the Original Merger Agreement, the Parent, the Purchaser and the Company desire to amend the Original Merger Agreement pursuant to this Amendment, on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parent, the Purchaser and the Company, intending to be legally bound, hereby agree as follows:
1. Amendment to the Original Merger Agreement. The proviso set forth at the end of Section 1.1(b)(ii) of the Original Merger Agreement is hereby amended and restated to read as follows:
“; provided, that, if all of the Offer Conditions other than the Inside Date Condition (and other than those conditions that by their nature are to be satisfied at the Acceptance Time) have been satisfied or waived (to the extent waivable in accordance with the terms hereof) at any then-scheduled expiration date of the Offer, the Purchaser shall (and 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 the last Business Day prior to the Inside Date.”
2. Full Force and Effect. Each of the parties hereto confirms that this Amendment is intended to be a part of, and will serve as a valid, written amendment to, the Original Merger Agreement. Except as otherwise set forth in this Amendment, this Amendment shall not, by implication or otherwise, alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Original Merger Agreement, which are hereby ratified and affirmed in all respects and shall continue in full force and effect, and this Amendment will not operate as an extension or waiver by the parties to the Original Merger Agreement of any other condition, covenant, obligation, right, power or privilege under the Original Merger Agreement.
3. Miscellaneous Provisions. The following provisions of the Merger Agreement are hereby incorporated by reference into this Agreement, mutatis mutandis (except that references therein to the Merger Agreement shall be deemed to be references to this Agreement, unless context clearly dictates otherwise): Section 10.2 (Notices), Section 10.3 (Entire Agreement), Section 10.4 (Third Party Beneficiaries), Section 10.5 (Assignment), Section 10.6 (Severability), Section 10.7 (Counterparts and Signature), Section 10.8 (Interpretation), Section 10.9 (Governing Law), Section 10.10 (Remedies), Section 10.11 (Submission to Jurisdiction), Section 10.12 (WAIVER OF JURY TRIAL), Section 10.14 (Parent Guarantee) and Section 10.15 (Non-Recourse).
[Signature Page Follows]
IN WITNESS WHEREOF, this Amendment has been signed by or on behalf of each of the parties as of the date first above written.
| HARBOR HOLDING CORP. | ||
| By: | /s/ Ramzi Musallam | |
| Name: Ramzi Musallam | ||
| Title: President | ||
| HARBOR PURCHASER INC. | ||
| By: | /s/ Ramzi Musallam | |
| Name: Ramzi Musallam | ||
| Title: President | ||
[SIGNATURE PAGE TO AMENDMENT NO.1 TO AGREEMENT AND PLAN OF MERGER]
| HOUGHTON MIFFLIN HARCOURT COMPANY | ||
| By: | /s/ John J. Lynch, Jr. | |
| Name: John J. Lynch, Jr. | ||
| Title: President & CEO | ||
[SIGNATURE PAGE TO AMENDMENT NO.1 TO AGREEMENT AND PLAN OF MERGER]