UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(dD)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~March~~ 7March 21, 2022

HOUGHTON MIFFLIN HARCOURT COMPANY

(Exact name of registrant as specified in its charter)

Delaware	~~001-36166~~	27001-~~1566372~~36166	27-1566372
(State or other jurisdiction of incorporation)	~~(Commission File No.)~~	(~~IRS~~Commission ~~Employer~~File ~~Identification No.~~Number)	(IRS Employer Identification No.)
125 High Street Boston, MA		02110
(Address of principal executive offices)		(Zip Code)

(617) 351-5000

125 High Street

Boston, Massachusetts

02110

(Address of principal executive offices)

(Zip Code)

(Registrant’s telephone number, including area code: (617) 351-5000

~~NOT~~Not ~~APPLICABLE~~ Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of ~~each~~ exchange on which registered
Common Stock, $0.01 par value	HMHC	The Nasdaq Stock Market LLC
Common Stock, $0.01 par value per share	HMHC	The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 81.01~~. Other~~ ~~Events~~Entry into a Material Definitive Agreement.

On March 7 21, 2022, Houghton Mifflin Harcourt ~~Publishers Inc.~~Company, ~~Houghton~~a ~~Mifflin~~Delaware ~~Harcourt~~corporation ~~Publishing~~(the “Company”), ~~and~~entered ~~HMH~~into ~~Publishers~~Amendment ~~LLC~~No. 1 (~~collectively,~~ the “~~Issuers~~First Amendment”), ~~each~~to athe ~~wholly-owned~~Agreement ~~subsidiary~~and Plan of ~~Houghton~~Merger ~~Mifflin Harcourt Company~~ (the “~~Company~~Merger Agreement”), ~~caused~~by toand beamong ~~delivered to~~ the ~~holders~~Company, ofHarbor ~~the~~Holding ~~Issuers’ 9~~Corp.~~000%~~, ~~Senior~~a ~~Secured~~Delaware ~~Notes~~corporation ~~Due 2025~~ (the “~~Notes~~Parent”), and Harbor Purchaser Inc., a ~~conditional~~Delaware ~~notice~~corporation and a wholly owned subsidiary of ~~redemption~~the Parent (the “~~Notice~~Purchaser”). ~~relating~~The toMerger ~~the~~Agreement ~~full~~provides ~~redemption~~for ofthe ~~all~~acquisition of ~~their~~the ~~issued~~Company ~~and~~by ~~outstanding~~the ~~Notes~~Parent through a cash tender offer (the “~~Redemption~~Offer”) onby ~~April~~the 7,Purchaser ~~2022~~for (all of the ~~“Redemption~~Company’s ~~Date”),~~outstanding ~~pursuant~~shares toof ~~the~~common ~~Indenture~~stock. ~~dated~~The asFirst ofAmendment ~~November~~provides ~~22,~~that ~~2019~~if (all conditions to the ~~“Indenture”)~~consummation ~~among~~of the ~~Issuers,~~Offer (other than the ~~guarantors~~condition ~~named~~providing ~~therein,~~that ~~U.S.~~the ~~Bank~~Purchaser ~~National~~is ~~Association,~~not asrequired ~~trustee~~prior to April 7, 2022 (the “~~Trustee~~Inside Date”), ~~and~~to ~~Citibank,~~accept ~~N.A.,~~for aspurchase ~~notes~~shares ~~collateral~~tendered ~~agent. The~~pursuant ~~redemption~~to ~~price~~the ~~for~~Offer ~~the~~and ~~Notes~~other isthan ~~equal~~those toconditions ~~the~~that ~~sum~~by oftheir ~~104.500%~~nature ofare ~~the~~to ~~principal~~be ~~amount~~satisfied ofat the ~~Notes,~~time ~~plus~~the ~~accrued~~Purchaser ~~and~~accepts ~~unpaid~~for ~~interest,~~purchase ifthe ~~any,~~shares ontendered ~~the~~pursuant ~~Notes~~ to ~~(but~~the ~~not including~~Offer) ~~the~~are ~~Redemption~~satisfied ~~Date~~or ~~(the~~waived ~~“Redemption~~at ~~Price”).~~the Iftime ~~the~~of ~~Closing~~any ~~Condition~~then-scheduled ~~(defined~~expiration ~~below)~~date ~~has~~of ~~been~~the ~~satisfied~~Offer, onthen ~~and~~the ~~after~~Parent ~~the~~shall ~~Redemption~~cause ~~Date,~~the ~~interest~~Purchaser onto extend the ~~Notes~~Offer ~~will~~until ~~cease~~one tominute ~~accrue~~after in11:59 ~~accordance~~p.m., ~~with~~Eastern ~~the Indenture~~Time, ~~unless~~on the ~~Issuers~~day ~~default~~that inis ~~paying~~last business day prior to the ~~Redemption~~Inside ~~Price~~Date.

~~The~~Except Issuers’ obligation to redeem the Notes and pay the Redemption Price on the Redemption Date is conditioned upon the completion of the merger of Harbor Purchaser Inc., a Delaware corporation (the “Purchaser”), into the Company, with the Company continuing as ~~the~~set ~~surviving~~forth ~~corporation~~in (the ~~“Merger”) (the~~First ~~“Closing Condition”)~~Amendment, ~~pursuant~~all toother ~~and on~~ terms ~~set forth in an Agreement and Plan~~ of ~~Merger, dated February 21, 2022 (~~the “Merger Agreement”) byremain unchanged and ~~among~~in ~~the~~full ~~Company,~~force ~~Harbor Holding Corp., a Delaware corporation (the “Parent”),~~ and ~~the Purchaser~~effect. ~~The~~ Merger Agreement provides for the acquisition of the Company by the Parent through a cash tender offer by the Purchaser 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.

InThe ~~the~~foregoing ~~Issuers’~~description ~~discretion,~~of the ~~Redemption~~First ~~Date~~Amendment ~~may be delayed until such time as the Closing Condition~~ is ~~satisfied. The~~qualified ~~Redemption may not occur and the Notice may be rescinded~~ in ~~the~~its ~~event~~entirety ~~that the Closing Condition is not satisfied~~ by ~~the~~reference ~~Redemption~~to ~~Date or by~~ the ~~Redemption~~First ~~Date~~Amendment, ~~so delayed. The closing of the Merger and the acceptance by the Purchaser of shares of Common Stock in the related cash tender offer are subject to~~ a ~~number~~copy of ~~conditions,~~which ~~including~~is ~~that~~filed ~~the~~as ~~number~~Exhibit of2.1 ~~shares~~hereto ~~of Common Stock validly tendered~~ and ~~not~~is ~~validly~~incorporated ~~withdrawn,~~herein ~~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~~reference. As ~~a result, there can be no assurance that the Redemption will occur on the Redemption Date or at all.~~

~~This~~Important ~~Current~~Information ~~Report on Form 8-K does not constitute a notice of redemption under the Indenture and is qualified in its entirety by reference to the Notice.~~

~~Important~~This ~~Additional~~filing ~~Information~~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.

~~The~~Item tender offer for the outstanding shares of Common Stock has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Common Stock. The solicitation and offer to buy shares of Common Stock will only be made pursuant to the tender offer materials that the Parent intends to file with the U.S. Securities and Exchange Commission (the “SEC”). At the time the tender offer is commenced, the Parent will file a tender offer statement on Schedule TO with the SEC, and the Company will file a solicitation/recommendation statement on Schedule 14D-9 ~~with respect to the tender offer~~.01 ~~THE~~Financial ~~COMPANY’S~~Statements 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~~Exhibits. 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.

2(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)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HOUGHTON MIFFLIN HARCOURT COMPANY By: /s/ ~~Joseph~~William PF. ~~Abbott,~~Bayers Jr Name: ~~Joseph~~William PF. ~~Abbott,~~Bayers ~~Jr.~~ Title: ~~Chief~~Executive ~~Financial~~Vice ~~Officer~~President, Secretary and General Counsel

Dated: ~~March~~ 7March 22, 2022

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