Item 1.02 Termination of a Material Definitive Agreement.
On April 7, 2022, in connection with the consummation of the Merger, the Company
terminated (a) the Second Amended and Restated Term Loan Credit Agreement, dated
as of November 22, 2019, among the Company, Houghton Mifflin Harcourt Publishers
Inc., Houghton Mifflin Harcourt Publishing Company and HMH Publishers LLC, the
subsidiary guarantors party thereto, Citibank N.A., as administrative agent and
collateral agent, Citigroup Global Market Inc., Morgan Stanley Senior Funding,
Inc., BofA Securities, Inc. and Wells Fargo Securities, LLC, as joint lead
arrangers and joint bookrunners, and Citizens Bank, N.A., as co-manager, and
(b) the Second Amended and Restated Revolving Credit Agreement, dated as of
November 22, 2019, among the Company, Houghton Mifflin Harcourt Publishers Inc.,
Houghton Mifflin Harcourt Publishing Company and HMH Publishers LLC, the
subsidiary guarantors party thereto, Citibank N.A., as administrative agent and
collateral agent, Citigroup Global Market Inc., Morgan Stanley Senior Funding,
Inc., BofA Securities, Inc. and Wells Fargo Bank, National Association, as joint
lead arrangers and joint bookrunners, and Citizens Bank, N.A., as co-manager, as
any of the same may be amended, restated, supplemented, refinanced, replaced or
otherwise modified from time to time, and all commitments and obligations under
such agreements, other than certain continuing indemnity obligations, were
repaid, satisfied and discharged in full.
Also in connection with the consummation of the Merger, as previously disclosed,
on March 7, 2022, Houghton Mifflin Harcourt Publishers Inc., Houghton Mifflin
Harcourt Publishing Company and HMH Publishers LLC (collectively, the
"Issuers"), each a wholly-owned subsidiary of the Company, caused to be
delivered to the holders of the Issuers' 9.000% Senior Secured Notes Due 2025
(the "Notes") a conditional notice of redemption (the "Notice") relating to the
full redemption of all of their issued and outstanding Notes (the "Redemption")
pursuant to the Indenture, dated as of November 22, 2019, by and among, Houghton
Mifflin Harcourt Publishers Inc., HMH Publishers LLC, Houghton Mifflin Harcourt
Publishing Company, as issuers, each of the guarantors party thereto from time
to time, U.S. Bank National Association, as trustee and Citibank, N.A, as notes
collateral agent (the "Indenture"). The Notice provided that the Issuers
intended to conditionally redeem the entire outstanding aggregate principal
amount of the Notes on April 7, 2022, conditioned upon the completion of the
Merger. On April 7, 2022, following deposit of the redemption price and other
applicable amounts with the Trustee, the obligations of the Issuers, the Company
and the other guarantors under the Indenture and the Notes were paid in full and
terminated.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information contained in the Introductory Note of this Current Report on
Form 8-K is incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing .
On April 7, 2022, the Company (a) notified the Nasdaq Stock Market ("Nasdaq") of
the consummation of the Merger and (b) requested that Nasdaq (i) suspend trading
of the Common Stock effective as of the close of business on April 7, 2022, and
(ii) file with the SEC a Form 25 Notification of Removal from Listing and/or
Registration to delist and deregister the Common Stock under Section 12(b) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
Company also intends to file a certification on Form 15 with the SEC requesting
the deregistration of the Common Stock and the suspension of the Company's
reporting obligations under Sections 13 and 15(d) of the Exchange Act.
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Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note, Item 1.02, Item 3.01 and
Item 5.03 of this Current Report on Form 8-K is incorporated herein by
reference.
Item 5.01 Change in Control of Registrant.
The information contained in the Introductory Note and Items 3.01, 3.03, 5.02
and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
As a result of the consummation of the Offer and the consummation of the Merger
in accordance with Section 251(h) of the DGCL on April 7, 2022, a change in
control of the Company occurred. At the Effective Time, the Company became a
wholly owned subsidiary of the Parent.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth in the Introductory Note of this Current Report on
Form 8-K is incorporated herein by reference.
In accordance with the terms of the Merger Agreement, (i) each of Jean-Claude
Brizard, L. Gordon Crovitz, Jean S. Desravines, Lawrence K. Fish, Jill A.
Greenthal, John F. Killan, John R. McKernan, Jr. and Tracey D. Weber resigned
from his or her respective position as a member of the Company's Board of
Directors, and any committee thereof and (ii) Ramzi Musallam, Benjamin Polk and
Daniel H. Sugar became directors of the Company, in each case, effective as of
the Effective Time. Biographical and other information with respect to Ramzi
Musallam, Benjamin Polk and Daniel H. Sugar is set forth in Schedule A to the
Offer to Purchase, a copy of which is attached as Exhibit (a)(1)(A) to the
Tender Offer Statement on Schedule TO filed with the SEC by the Parent and the
Purchaser on March 7, 2022 and is incorporated herein by reference.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the terms of the Merger Agreement, the certificate of incorporation
of the Company was amended and restated in its entirety, effective as of the
Effective Time, and the bylaws of the Company were amended and restated in their
entirety, effective as of immediately following the Effective Time. Copies of
the Company's second amended and restated certificate of incorporation and
amended and restated bylaws are included as Exhibits 3.1 and 3.2 hereto,
respectively, each of which is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On April 7, 2022, the Company and Sponsor issued a press release announcing the
consummation of the Offer and the Merger, a copy of which is furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
2.1 Agreement and Plan of Merger, dated as of February 21, 2022 by and
among the Parent, the Purchaser and the Company (incorporated herein
by reference to Exhibit 2.1 to the Company's Current Report on
Form 8-K filed with the SEC on February 22, 2022 (File No. 001-36166))
2.2 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
(incorporated herein by reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K filed with the SEC on March 23, 2022 (File
No. 001-36166))
3.1 Second Amended and Restated Certificate of Incorporation of Houghton
Mifflin Harcourt Company
3.2 Amended and Restated Bylaws of Houghton Mifflin Harcourt Company
99.1 Press Release issued by the Company and Sponsor on April 7, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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