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
  No.                                    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)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses