Veritas Capital Fund VII, L.P., managed by Veritas Capital Fund Management, L.L.C completed the acquisition of Houghton Mifflin Harcourt Company from Engine Capital, L.P., a fund managed by Engine Investments, LLC, and others.
Jack Lynch, President and Chief Executive Officer of HMH, who will continue to lead the Company along with the current management team. Offer is subject to customary closing conditions, including: (a) that the number of shares of Company Common Stock validly tendered and not validly withdrawn, together with any shares of Common Stock beneficially owned by the Parent or any subsidiary of the Parent, equals at least one share more than 50% of all shares of Common Stock then outstanding (the Minimum Condition) and that the waiting period (and any extensions thereof) and any approvals or clearances applicable to the Offer and Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have expired, been terminated or obtained; and also subject to receipt of requisite regulatory approvals and satisfaction of customary closing conditions. The agreement was unanimously approved by HMH's Board of Directors. As of March 28, 2022, approximately 1.8 million Houghton Shares had been validly tendered into and not validly withdrawn from the Offer, representing 0.6% of the outstanding Houghton Shares. The parties currently expect the Offer and the Merger to be completed in the second quarter of 2022. The offer will expire on April 1, 2022. As on March 29, 2022, Veritas Capital has extended the expiration date of the Offer until April 6, 2022, unless further extended.
Robert Katz of Latham & Watkins acted as legal advisor to Evercore Group L.L.C. who acted as financial advisor and fairness opinion provider, and Hal J. Leibowitz, Joseph B. Conahan, Susan Murley, Jonathan Wolfman, Justin Ochs, Scott Kilgore, Julie Hogan Rodgers, Ciara Baker, JC Minko, Nathan Moore, Douglas Burton, Paul Jakubowski, Jeff Johnson, Kirk Nahra, David Gold, Brett Jackson, Jana Douglas of Wilmer Cutler Pickering Hale and Dorr LLP served as legal counsel to HMH. Rick Presutti, Antonio Diaz-Albertini, Mike Shah and Max Goodman of Milbank LLP acted as legal advisor to Veritas. Computershare Trust Company, National Association acted as depository bank to Veritas. Okapi Partners LLC acted as information agent to Veritas. Cahill Gordon & Reindel LLP acted as legal advisor to Houghton Mifflin Harcourt Company in the transaction. Houghton has agreed to pay Evercore a fee currently estimated to be approximately $32 million, of which $1 million was paid upon delivery of Evercore's opinion, and the balance of which will be payable contingent upon consummation of the transaction.
Veritas Capital Fund VII, L.P., managed by Veritas Capital Fund Management, L.L.C completed the acquisition of Houghton Mifflin Harcourt Company (NasdaqGS:HMHC) from Engine Capital, L.P., a fund managed by Engine Investments, LLC, and others on April 6, 2022. As of the expiration of the tender offer, a total of 72.9 million 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. As a result of the transaction, HMH's stock shall cease trading on the NASDAQ under the ticker symbol HMHC.