On April 7, 2022, Houghton Mifflin Harcourt Company announced that as previously disclosed on a Form 8-K filed with the Securities and Exchange Commission on February 22, 2022, the Company, a Delaware corporation (the Company ), entered into an Agreement and Plan of Merger 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), and as previously disclosed on a Form 8-K filed with the SEC on March 23, 2022, the Company entered into Amendment No. 1 to such Agreement and Plan of Merger by and among the Company, the Parent and the Purchaser (such Agreement and Plan of Merger, as amended by such Amendment No. 1, the Merger Agreement).

The Parent and the Purchaser are beneficially owned by The Veritas Capital Fund VII, L.P. (Sponsor). Pursuant to the Merger Agreement, on March 7, 2022, the Purchaser commenced a cash tender offer (the Offer) 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 (the Offer Price)