Leading EdTech Company Well-Positioned to
Accelerate Digital Transformation and Enhance Value for All
Stakeholders
BOSTON, April 7,
2022 /PRNewswire/ -- Houghton Mifflin Harcourt
Company ("HMH," or the "Company"), a learning technology company,
today announced that it has completed its previously announced sale
to certain affiliates of Veritas Capital ("Veritas"), a leading
private equity investment firm with a focus on technology
companies. The transaction, completed through a successful tender
offer of $21 per share, implied an
equity value for the Company of approximately $2.8 billion.
"Today marks an exciting new chapter for HMH. As we continue to
bring the power of learning to millions of young people and
educators, we are now in an even stronger position to execute on
the next phase of our long-term growth strategy," said Jack Lynch, President and Chief Executive
Officer, HMH. "This transaction provides additional
financial flexibility and opportunities for investment and
expansion and a highly knowledgeable and supportive partner in
Veritas. I want to thank our purpose-driven team for their
exceptional focus while we have worked to finalize the transaction.
Together, we look forward to building on HMH's incredible legacy
and ushering in a new era of digital learning for the benefit of
our employees, customers and communities."
"We are pleased to welcome HMH to the Veritas portfolio and
partner with the HMH team to expand the Company's leading digital
offerings that support teachers and drive better outcomes for
students," said Ramzi Musallam,
Chief Executive Officer and Managing Partner of Veritas. "This
acquisition underscores Veritas' commitment to investing in
businesses that leverage technology to make a positive impact, and
we see vast opportunity for innovation and impact in the education
technology market. We look forward to working with Jack and the
leadership team and bringing to bear our expertise in K-12
education as HMH executes on its proven strategy."
As of the expiration of the tender offer, a total of 72,926,195
shares were validly tendered into and not properly withdrawn from
the offer, representing approximately 57% of HMH's outstanding
shares and satisfying the minimum tender condition of the offer.
Such shares have been accepted for payment in accordance with the
terms of the offer. The purchaser of such shares will be merged
with and into HMH, with HMH continuing as the surviving corporation
of such merger as a wholly-owned subsidiary of Veritas. HMH's stock
will cease trading on the NASDAQ under the ticker symbol HMHC
effective today.
Evercore served as financial advisor, and WilmerHale served as
legal counsel to HMH. Milbank LLP acted as legal advisor to
Veritas. Bank of America, JPMorgan Chase Bank, N.A., Deutsche
Bank, Macquarie Capital, Citizens Bank, N.A., Goldman
Sachs, Mizuho Bank, Ltd. and Stone
Point Credit provided financing for the transaction.
About HMH
Houghton Mifflin Harcourt is a
learning technology company committed to delivering connected
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 four million educators in 150 countries. For more information,
visit www.hmhco.com.
About Veritas Capital
Veritas is a longstanding technology investor with a focus on
companies operating at the intersection of technology and
government. The firm invests in companies that provide critical
products, software, and services, primarily technology and
technology-enabled solutions, to government and commercial
customers worldwide. Veritas seeks to create value by strategically
transforming the companies in which it invests through organic and
inorganic means.
Leveraging technology to make a positive impact across vitally
important areas, such as healthcare, education, and national
security, is core to Veritas. We are proud stewards of national
assets, improving the quality of healthcare while reducing cost,
advancing our educational system, and protecting our nation and
allies. For more information, visit www.veritascapital.com.
Contacts
For Houghton Mifflin Harcourt
Bianca Olson
SVP, Corporate Affairs
617-351-3841
Bianca.Olson@hmhco.com
For Veritas Capital
Sard Verbinnen & Co
Andrew Cole
VeritasCapital-SVC@SARDVERB.com
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SOURCE Houghton Mifflin Harcourt