Houghton Mifflin Harcourt To Be Acquired By Veritas Capital For $21/share Cash - Quick Facts

(RTTNews) - Learning technology firm Houghton Mifflin Harcourt Co. (HMHC) announced Tuesday that it has entered into a definitive merger agreement with certain affiliates of private investment firm Veritas Capital to acquire it for $21 in cash per share through a tender offer.

The per share purchase price represents a 36% premium to the Company's unaffected share price as of January 13, 2022 and implies an equity value of approximately $2.8 billion.

The decision to enter into an agreement with Veritas was the result of a deliberate and thorough strategic review process overseen by HMH's Board of Directors.

As part of the review, the Company held discussions with several potential strategic and financial bidders, including Veritas, through a formal process.

The agreement was unanimously approved by HMH's Board of Directors. The transaction is expected to be completed in the second quarter of 2022, subject to receipt of requisite regulatory approvals and satisfaction of customary closing conditions.

Bank of America, JPMorgan Chase Bank, N.A., Deutsche Bank and Macquarie Capital are providing committed financing for the proposed transaction.