HMHC / Houghton Mifflin Harcourt Co - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

HMHC / Houghton Mifflin Harcourt Co / ALLIANCEBERNSTEIN L.P. - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* Houghton Mifflin Harcourt Co (Name of Issuer) Common Stock (Title of Class of Securities) 44157R109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

HMHC / Houghton Mifflin Harcourt Co / Burgundy Asset Management Ltd. - SC 13G Passive Investment

SC 13G 1 d434850dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Houghton Mifflin Harcourt Co. (Name of Issuer) Common (Title of Class of Securities) 44157R109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12B 1 d304765d1512b.htm 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36166 Houghton Mifflin Harcourt Compan

HMHC / Houghton Mifflin Harcourt Co / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Houghton Mifflin Harcourt Co. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 44157R109 (CUSIP Number) April 6, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

As filed with the Securities and Exchange Commission on April 12, 2022

As filed with the Securities and Exchange Commission on April 12, 2022 Registration Nos.

As filed with the Securities and Exchange Commission on April 12, 2022

As filed with the Securities and Exchange Commission on April 12, 2022 Registration Nos.

As filed with the Securities and Exchange Commission on April 12, 2022

As filed with the Securities and Exchange Commission on April 12, 2022 Registration Nos.

As filed with the Securities and Exchange Commission on April 12, 2022

As filed with the Securities and Exchange Commission on April 12, 2022 Registration No.

HMHC / Houghton Mifflin Harcourt Co / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5 )* Houghton Mifflin Harcourt Company (Name of Issuer) Common Stock (Title of Class of Securities) 44157R109 (CUSIP Number) March 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

Amended and Restated Bylaws of Houghton Mifflin Harcourt Company

Exhibit 3.2 BY-LAWS OF HOUGHTON MIFFLIN HARCOURT COMPANY ARTICLE I OFFICES Section 1.01 Offices. The registered office of Houghton Mifflin Harcourt Company (the ?Corporation?) shall be Cogency Global Inc., 850 New Burton Road, Suite 201, Dover, County of Kent, Delaware 19904. The name of its registered agent at such address is Cogency Global Inc. The Corporation may have other offices, both within

Houghton Mifflin Harcourt Successfully Completes Sale to Veritas Capital Leading EdTech Company Well-Positioned to Accelerate Digital Transformation and Enhance Value for All Stakeholders

Exhibit 99.1 Houghton Mifflin Harcourt Successfully Completes Sale to Veritas Capital Leading EdTech Company Well-Positioned to Accelerate Digital Transformation and Enhance Value for All Stakeholders BOSTON?April 7, 2022?Houghton Mifflin Harcourt Company (?HMH,? or the ?Company?), a learning technology company, today announced that it has completed its previously announced sale to certain affilia

Second Amended and Restated Certificate of Incorporation of Houghton Mifflin Harcourt Company

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HOUGHTON MIFFLIN HARCOURT COMPANY 1. Name. The name of the Corporation is Houghton Mifflin Harcourt Company. 2. Address; Registered Office and Agent. The address of the Corporation?s registered office in the State of Delaware is COGENCY GLOBAL INC., 850 New Burton Road, Suite 201, Dover, County of Kent, Delaware 19904. The nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) HOUGHTON MIFFLIN HARCOURT COMPANY (Name of Subject

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) HOUGHTON MIFFLIN HARCOURT COMPANY (Name of Subject Company (Issuer)) HARBOR PURCHASER INC. (Name of Filing Persons (Offeror)) a wholly owned subsidiary of HARBOR HOLDING CORP. (Name of Filing Persons (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 4) Houghton Mifflin Harcourt Comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 4) Houghton Mifflin Harcourt Company (Name of Subject Company) Houghton Mifflin Harcourt Company (Name of Person Filing Statement) Common Stock, $0.01 par value per share (Title of Cl

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 7, 2022 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) HOUGHTON MIFFLIN HARCOURT COMPANY (Name of Subject

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) HOUGHTON MIFFLIN HARCOURT COMPANY (Name of Subject Company (Issuer)) HARBOR PURCHASER INC. (Name of Filing Persons (Offeror)) a wholly owned subsidiary of HARBOR HOLDING CORP. (Name of Filing Persons (

Press Release issued by Veritas Capital on March 29, 2022 announcing extension of the Offer.

Exhibit (a)(5)(B) Expiration Date of Tender Offer for Houghton Mifflin Harcourt Extended to April 6, 2022 Extension Allows for Satisfaction of Inside Date Condition in Connection with Transaction Financing as Outlined in Merger Agreement NEW YORK, March 29, 2022 ? Veritas Capital has announced that Harbor Purchaser Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) Houghton Mifflin Harcourt Comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) Houghton Mifflin Harcourt Company (Name of Subject Company) Houghton Mifflin Harcourt Company (Name of Person Filing Statement) Common Stock, $0.01 par value per share (Title of Cl

Internal Company FAQ

Exhibit (e)(34) Internal Company FAQ March 22, 2022 Confidential and Internal FOR U.

NOTICE TO EQUITY AWARD HOLDERS TO: HOLDERS OF STOCK OPTIONS AND RESTRICTED STOCK UNITS OF HOUGHTON MIFFLIN HARCOURT COMPANY FROM: William F. Bayers, Executive Vice President and General Counsel DATED: March 22, 2022 RE: TREATMENT OF STOCK OPTIONS AND

Exhibit (e)(33) NOTICE TO EQUITY AWARD HOLDERS TO: HOLDERS OF STOCK OPTIONS AND RESTRICTED STOCK UNITS OF HOUGHTON MIFFLIN HARCOURT COMPANY FROM: William F.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) Houghton Mifflin Harcourt Comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) Houghton Mifflin Harcourt Company (Name of Subject Company) Houghton Mifflin Harcourt Company (Name of Person Filing Statement) Common Stock, $0.01 par value per share (Title of Cl

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 21, 2022 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorporation) (C

Internal Company FAQ

Exhibit (e)(35) Internal Company FAQ March 22, 2022 Confidential and Internal FOR EQUITY AWARD HOLDERS1 GENERAL What is the status of the pending acquisition of HMH by Veritas Capital? As you know, HMH has entered into an agreement with Veritas Capital, and Veritas Capital has launched what is referred to as a ?tender offer? as the first step in its acquisition of HMH.

Internal Company FAQ

Exhibit (e)(36) Internal Company FAQ March 22, 2022 Confidential and Internal FOR U.

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

Exhibit 2.1 Execution Version AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this ?Amendment?), dated and effective as of March 21, 2022, is entered into by and among Harbor Holding Corp., a Delaware corporation (the ?Parent?), Harbor Purchaser Inc., a Delaware corporation and a wholly owned subsidiary of Parent (the ?Purchaser?), and Houghton

Amendment No. 1 to Agreement and Plan of Merger, dated as of March 21, 2022, by and among Houghton Mifflin Harcourt Company, Parent and Purchaser.***

EX-99.(D)(5) 2 d294304dex99d5.htm EX-99.(D)(5) Exhibit (d)(5) Execution Version AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated and effective as of March 21, 2022, is entered into by and among Harbor Holding Corp., a Delaware corporation (the “Parent”), Harbor Purchaser Inc., a Delaware corporation and a wholly owned su

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) HOUGHTON MIFFLIN HARCOURT COMPANY (Name of Subject

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) HOUGHTON MIFFLIN HARCOURT COMPANY (Name of Subject Company (Issuer)) HARBOR PURCHASER INC. (Name of Filing Persons (Offeror)) a wholly owned subsidiary of HARBOR HOLDING CORP. (Name of Filing Persons (

Filing fee table (incorporated by reference to Amendment No. 1 to Schedule TO filed on March 17, 2022).

Exhibit 107 Calculation of Filing Fee Tables Schedule TO (Rule 14d-100) HOUGHTON MIFFLIN HARCOURT COMPANY (Name of Subject Company (Issuer)) HARBOR PURCHASER INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) HOUGHTON MIFFLIN HARCOURT COMPANY (Name of Subject

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) HOUGHTON MIFFLIN HARCOURT COMPANY (Name of Subject Company (Issuer)) HARBOR PURCHASER INC. (Name of Filing Persons (Offeror)) a wholly owned subsidiary of HARBOR HOLDING CORP. (Name of Filing Persons (

Houghton Mifflin Harcourt

Exhibit (a)(5)(H) Houghton Mifflin Harcourt Facts About HMH?s Proposed Transaction with Veritas Capital On February 22, 2022, Houghton Mifflin Harcourt announced that it entered into a definitive merger agreement with Veritas Capital for the acquisition of the Company.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) Houghton Mifflin Harcourt Comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) Houghton Mifflin Harcourt Company (Name of Subject Company) Houghton Mifflin Harcourt Company (Name of Person Filing Statement) Common Stock, $0.01 par value per share (Title of Cl

Amended and Restated Debt Commitment Letter, dated as of March 15, 2022, by and among Parent, Bank of America, N.A., BofA Securities, Inc., JPM Morgan Chase Bank, N.S., Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc., Macquaire Capital (USA) Inc., Macquarie Capital Funding LLC, Blackstone Alternative Credit Advisors LP, Blackstone Alternative Solutions L.L.C., Citizens Bank, N.A., Goldman Sachs Bank USA, Mizuho Bank Ltd., and Stone Point Credit Adviser LLC.**

Exhibit (b)(2) EXECUTION VERSION BANK OF AMERICA, N.A. BOFA SECURITIES, INC. One Bryant Park New York, NY 10036 JPMORGAN CHASE BANK, N.A. 383 Madison Avenue New York, New York 10179 DEUTSCHE BANK AG NEW YORK BRANCH DEUTSCHE BANK SECURITIES INC. 1 Columbus Circle New York, NY 10019 MACQUARIE CAPITAL (USA) INC. MACQUARIE CAPITAL FUNDING LLC 125 West 55th Street New York, NY 10019 BLACKSTONE ALTERNAT

Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

Exhibit (a)(1)(E) Offer to Purchase For Cash All Outstanding Shares of Common Stock of HOUGHTON MIFFLIN HARCOURT COMPANY at $21.

Debt Commitment Letter, dated as of February 21, 2022, by and among Parent, Bank of America, N.A., BofA Securities, Inc., JPMorgan Chase Bank, N.A., Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc., Macquarie Capital (USA) Inc., and Macquarie Capital Funding LLC*

EX-99.(B)(1) 8 d282197dex99b1.htm EX-99.(B)(1) Exhibit (b)(1) Execution Version BANK OF AMERICA, N.A. BOFA SECURITIES, INC. One Bryant Park New York, NY 10036 JPMORGAN CHASE BANK, N.A. 383 Madison Avenue New York, New York 10179 DEUTSCHE BANK AG NEW YORK BRANCH DEUTSCHE BANK SECURITIES INC. 1 Columbus Circle New York, NY 10019 MACQUARIE CAPITAL (USA) INC. MACQUARIE CAPITAL FUNDING LLC 125 West 55t

Limited Guarantee, dated as of February 21, 2022, by and among HMH and Sponsor.*

Exhibit (d)(3) EXECUTION VERSION LIMITED GUARANTEE This Limited Guarantee (this ?Guarantee?) is made as of February 21, 2022, by The Veritas Capital Fund VII, L.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 HOUGHTON MIFFLIN HARCOURT COMPANY (Name of Subject Company (Issuer))

SC TO-T 1 d282197dsctot.htm SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 HOUGHTON MIFFLIN HARCOURT COMPANY (Name of Subject Company (Issuer)) HARBOR PURCHASER INC. (Name of Filing Persons (Offeror)) a wholly owned subsidiary of HARBOR HOLDING CORP. (Name o

Confidentiality Agreement, dated as of November 17, 2021, by and between HMH and Veritas Capital Fund Management, L.L.C.*

Exhibit (d)(4) CONFIDENTIAL PROJECT HARBOR November 17, 2021 Veritas Capital Fund Management, L.

Benefit

Exhibit (e)(3) Excerpts from the Company?s Definitive Proxy Statement on Schedule 14A filed with the SEC on March 22, 2021 Employment Arrangements We have entered into employment offer and promotion letters with each of our named executive officers.

Equity Commitment Letter, dated as of February 21, 2022, by and among Parent and Sponsor.*

Exhibit (d)(2) EXECUTION VERSION THE VERITAS CAPITAL FUND VII, L.P. 9 West 57th Street 32nd Floor New York, New York 10019 February 21, 2022 Harbor Holding Corp. c/o Veritas Capital Fund Management, L.L.C. 9 West 57th Street, 32nd Floor New York, New York 10019 Gentlemen: Reference is made to that certain Agreement and Plan of Merger (as amended from time to time, the ?Agreement?), dated as of the

Form of Notice of Guaranteed Delivery.

Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of HOUGHTON MIFFLIN HARCOURT COMPANY a Delaware corporation at $21.

Offer to Purchase, dated March 7, 2022.

Table of Contents Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of HOUGHTON MIFFLIN HARCOURT COMPANY at $21.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Houghton Mifflin Harcourt Company (Name of Subje

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Houghton Mifflin Harcourt Company (Name of Subject Company) Houghton Mifflin Harcourt Company (Name of Person Filing Statement) Common Stock, $0.01 par value per share (Title of Cl

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 7, 2022 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorporation) (Co

Text of Summary Advertisement, as published in The Wall Street Journal on March 7, 2022.

Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Company Shares (as defined below).

Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).*

Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of HOUGHTON MIFFLIN HARCOURT COMPANY a Delaware corporation at $21.

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

Exhibit (a)(1)(D) Offer to Purchase For Cash All Outstanding Shares of Common Stock of HOUGHTON MIFFLIN HARCOURT COMPANY at $21.

Calculation of Filing Fee Tables Schedule TO (Rule 14d-100) HOUGHTON MIFFLIN HARCOURT COMPANY (Name of Subject Company (Issuer)) HARBOR PURCHASER INC. (Name of Filing Person (Offeror)) a wholly owned subsidiary of HARBOR HOLDING CORP. (Name of Filing

EX-FILING FEES 12 d282197dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Schedule TO (Rule 14d-100) HOUGHTON MIFFLIN HARCOURT COMPANY (Name of Subject Company (Issuer)) HARBOR PURCHASER INC. (Name of Filing Person (Offeror)) a wholly owned subsidiary of HARBOR HOLDING CORP. (Name of Filing Person (Parent of Offeror)) Table 1— Transaction Value Transaction Valuation Fe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, or For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-36166 Houghton Mifflin Harcourt Company (Exact name of registrant

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 24, 2022 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D–9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Houghton Mifflin Harcourt Company (Name of Subject Company) Hou

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D?9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Houghton Mifflin Harcourt Company (Name of Subject Company) Houghton Mifflin Harcourt Company (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 44157R109 (

Michael E. Evans Offer Letter dated July 23, 2019.

Exhibit 10 34 July 23, 2019 Michael Evans Dear Mike: We are pleased to confirm our offer of employment with Houghton Mifflin Harcourt Publishing Company (the ?Company? or ?HMH?).

HMH Announces Fourth Quarter and Full Year 2021 Results

Exhibit 99.1 HMH Announces Fourth Quarter and Full Year 2021 Results BOSTON, February 24, 2022 ? HMH (Nasdaq: HMHC), a learning technology company, announced financial results for the fourth quarter and full year ended December 31, 2021. Q4 and Full Year 2021 Financial Results: Three Months Ended December 31, Years Ended December 31, (in millions of dollars) 2021 1 2020 1 Change 2021 1 2020 1 Chan

HMH Announces Fourth Quarter and Full Year 2021 Results

Exhibit 99.1 HMH Announces Fourth Quarter and Full Year 2021 Results BOSTON, February 24, 2022 ? HMH (Nasdaq: HMHC), a learning technology company, announced financial results for the fourth quarter and full year ended December 31, 2021. Q4 and Full Year 2021 Financial Results: Three Months Ended December 31, Years Ended December 31, (in millions of dollars) 2021 1 2020 1 Change 2021 1 2020 1 Chan

List of Subsidiaries of the Registrant.

Exhibit 21.1 Houghton Mifflin Harcourt Company Subsidiaries Greenwood Publishing Group, LLC. HMH Intermediate Holdings (Delaware), LLC HMH IP Company Unlimited Company HMH Publishers LLC Houghton Mifflin Company International, Inc. Houghton Mifflin Harcourt Publishers, Inc. Houghton Mifflin Harcourt Publishing Company Tribal Nova, Inc.

James P. O’Neill Offer Letter dated August 21, 2017.

EX-10.35 3 hmhc-ex1035108.htm EX-10.35 Exhibit 10.35 August 21, 2017 James O'Neill Dear Jim: We are pleased to confirm our offer of employment with Houghton Mifflin Harcourt Publishing Company (the "Company" or "HMH"). You will work as an Executive Vice President, General Manager - Core Curriculum of the Company, reporting to the Chief Executive Officer ("CEO"), working out of the Company's Boston

Houghton Mifflin Harcourt Company Revised 2021 Bonus Plan – US

Revised 2021 Bonus Plan ? U.S. Houghton Mifflin Harcourt Company Revised 2021 Bonus Plan ? US I.Plan Objectives Houghton Mifflin Harcourt Company (?HMH? or the ?Company?) has developed the Revised 2021 Bonus Plan ? US (the ?Plan?) to provide employees who are eligible to participate in the Plan (?Participants?) with incentive compensation that is linked to Company and individual performance achiev

Agreement and Plan of Merger, dated as of February 21, 2022, by and among Parent, the Offeror and HMH (incorporated by reference to Exhibit 2.1 to HMH’s Current Report on Form 8-K, filed on February 22, 2022).

EX-2.1 2 d304266dex21.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among HOUGHTON MIFFLIN HARCOURT COMPANY, HARBOR PURCHASER INC. and HARBOR HOLDING CORP. Dated as of February 21, 2022 TABLE OF CONTENTS Page ARTICLE I THE CASH TENDER OFFER 2 1.1 The Offer 2 1.2 Company Actions 4 ARTICLE II THE MERGER 5 2.1 The Merger; No Vote of Stockholders 5 2.2 Effective Time of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Houghton Mifflin Harcourt Company (Name of Subject Company (Issuer))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Houghton Mifflin Harcourt Company (Name of Subject Company (Issuer)) Harbor Purchaser Inc. (Name of Filing Persons (Offeror)) a wholly-owned subsidiary of Harbor Holding Corp. (Name of Filing Persons (Parent of Offeror)

HMH Community,

Exhibit 99.2 HMH Community, This morning, I am pleased to announce that HMH has entered into a definitive merger agreement with affiliates of leading private investment firm Veritas Capital for $21 per share. We expect the sale to be completed in the second quarter of 2022, subject to receipt of required regulatory approvals and satisfaction of customary closing conditions. At that time, HMH will

Project Harbor

Exhibit 99.4 Project Harbor Leadership Talking Points Feb. 22, 2022 Confidential and Internal The talking points below are intended to guide conversations with your team. There will likely be a lot of questions, but until the transaction closes, we may not be able to answer many of them. We will be as transparent as we can be and will do our best to address questions as and when we are able to. ?

Internal Company FAQ

Exhibit 99.3 Internal Company FAQ Feb. 22, 2022 Confidential and Internal GENERAL What was announced today? Today we announced that after careful consideration, HMH has entered into a definitive merger agreement with certain affiliates of Veritas Capital, a leading private investment firm, to acquire HMH and bring the company private. Why would we want to sell the company at this stage in our tran

Houghton Mifflin Harcourt to be Acquired by Veritas Capital Shareholders to Receive $21 per Share Through a Cash Tender Offer

EX-99.1 3 d304266dex991.htm EX-99.1 Exhibit 99.1 Houghton Mifflin Harcourt to be Acquired by Veritas Capital Shareholders to Receive $21 per Share Through a Cash Tender Offer BOSTON, Feb. 22, 2022 — Houghton Mifflin Harcourt Company (Nasdaq: HMHC) (“HMH,” or the “Company”), a learning technology company, today announced that it has entered into a definitive merger agreement with certain affiliates

Houghton Mifflin Harcourt to be Acquired by Veritas Capital Shareholders to Receive $21 per Share Through a Cash Tender Offer

Exhibit 99.1 Houghton Mifflin Harcourt to be Acquired by Veritas Capital Shareholders to Receive $21 per Share Through a Cash Tender Offer BOSTON, Feb. 22, 2022 ? Houghton Mifflin Harcourt Company (Nasdaq:HMHC) (?HMH,? or the ?Company?), a learning technology company, today announced that it has entered into a definitive merger agreement with certain affiliates of Veritas Capital (?Veritas?), a le

A Message to Our Customers

Exhibit 99.5 A Message to Our Customers Today we are pleased to announce that HMH has entered into a definitive merger agreement with affiliates of Veritas Capital, a leading private investment firm, to acquire HMH and bring the company private. HMH will continue to operate as an independent company, and the transaction is expected to close in the second quarter. You can read more in our press rel

Houghton Mifflin Harcourt to be Acquired by Veritas Capital Shareholders to Receive $21 per Share Through a Cash Tender Offer

Exhibit 99.1 Houghton Mifflin Harcourt to be Acquired by Veritas Capital Shareholders to Receive $21 per Share Through a Cash Tender Offer BOSTON, Feb. 22, 2022 ? Houghton Mifflin Harcourt Company (Nasdaq: HMHC) (?HMH,? or the ?Company?), a learning technology company, today announced that it has entered into a definitive merger agreement with certain affiliates of Veritas Capital (?Veritas?), a l

Hmh HMHCO @HMHCO WE are pleased to announce that hmh will be acquired by veritas capital, a leading private investment firm: spr.ly/8555 hmh partnering with veritas will provide hmh with the opportunity to accelerate our momentum and increase our pos

Exhibit 99.6 Hmh HMHCO @HMHCO WE are pleased to announce that hmh will be acquired by veritas capital, a leading private investment firm: spr.ly/8555 hmh partnering with veritas will provide hmh with the opportunity to accelerate our momentum and increase our positive impact on the four million teachers and 50 million students that we support each day. Jack lynch, ceo.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 21, 2022 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Houghton Mifflin Harcourt Company (Name of Subject Company) Hou

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Houghton Mifflin Harcourt Company (Name of Subject Company) Houghton Mifflin Harcourt Company (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 44157R109 (

HMHC / Houghton Mifflin Harcourt Co / Burgundy Asset Management Ltd. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Houghton Mifflin Harcourt Co. (Name of Issuer) Common (Title of Class of Securities) 44157R109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

HMHC / Houghton Mifflin Harcourt Co / ALLIANCEBERNSTEIN L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Houghton Mifflin Harcourt Co (Name of Issuer) Common Stock (Title of Class of Securities) 44157R109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

HMHC / Houghton Mifflin Harcourt Co / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Houghton Mifflin Harcourt Co. Title of Class of Securities: Common Stock CUSIP Number: 44157R109 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-

HMHC / Houghton Mifflin Harcourt Co / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* Houghton Mifflin Harcourt Company (Name of Issuer) Common Stock (Title of Class of Securities) 44157R109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 4, 2021 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorporation)

HMH Announces Strong Third Quarter 2021 Results; Delivers Billings Growth of 22%; Raises Full Year Guidance Again Continued Execution of Digital First, Connected Strategy Drives Growth of 123% in Annualized Recurring Revenue and Net Retention Rate of

Exhibit 99.1 HMH Announces Strong Third Quarter 2021 Results; Delivers Billings Growth of 22%; Raises Full Year Guidance Again Continued Execution of Digital First, Connected Strategy Drives Growth of 123% in Annualized Recurring Revenue and Net Retention Rate of 153% BOSTON, November 4, 2021 ? HMH (Nasdaq: HMHC), a learning technology company, announced strong financial results for the third quar

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36166 Houghton Mifflin

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 5, 2021 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorporation) (C

Houghton Mifflin Harcourt Announces Strong Second Quarter 2021 Results; Delivers Billings Growth of 25%; Raises Full Year Guidance Continued Successful Execution of Digital First, Connected Strategy Drives Growth of 106% in Annualized Recurring Reven

EX-99.1 2 hmhc-ex9916.htm EX-99.1 Exhibit 99.1 Houghton Mifflin Harcourt Announces Strong Second Quarter 2021 Results; Delivers Billings Growth of 25%; Raises Full Year Guidance Continued Successful Execution of Digital First, Connected Strategy Drives Growth of 106% in Annualized Recurring Revenue and Net Retention Rate of 154% BOSTON, August 5, 2021 – Learning technology company Houghton Mifflin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36166 Houghton Mifflin Harco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of corporation) (Commission File Number) (IRS Employer Identification No.) 125 High Street Boston, MA 02110 (Address of principal executive of

Registration Statement

As filed with the Securities and Exchange Commission on May 28, 2021 Registration No.

AMENDED AND RESTATED HOUGHTON MIFFLIN HARCOURT COMPANY EMPLOYEE STOCK PURCHASE PLAN

Exhibit 99.1 AMENDED AND RESTATED HOUGHTON MIFFLIN HARCOURT COMPANY EMPLOYEE STOCK PURCHASE PLAN This employee stock purchase plan of Houghton Mifflin Harcourt Company (the ?Amended and Restated Houghton Mifflin Harcourt Company Employee Stock Purchase Plan?) was adopted on February 24, 2015, approved by stockholders on May 19, 2015, amended and restated February 23, 2021, and further approved by

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2021 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorporation) (Com

Houghton Mifflin Harcourt Completes Divestiture of HMH Books & Media for $349 Million Establishes HMH as a pure-play K-12 learning technology company, well-positioned to execute on its Digital First, Connected strategy

Exhibit 99.2 Houghton Mifflin Harcourt Completes Divestiture of HMH Books & Media for $349 Million Establishes HMH as a pure-play K-12 learning technology company, well-positioned to execute on its Digital First, Connected strategy BOSTON, MAY 10, 2021?Learning technology leader Houghton Mifflin Harcourt (?HMH? or the ?Company?) (Nasdaq: HMHC) today completed its previously announced divestiture o

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2021 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorporation) (Com

Houghton Mifflin Harcourt Company Unaudited Pro Forma Condensed Consolidated Financial Statements

Exhibit 99.1 Houghton Mifflin Harcourt Company Unaudited Pro Forma Condensed Consolidated Financial Statements On May 10, 2021, Houghton Mifflin Harcourt Publishing Company (?HMH Sub?), a wholly owned subsidiary of Houghton Mifflin Harcourt Company (the ?Company? and together with HMH Sub, the "Sellers") completed the previously announced sale of all of the assets, including intellectual property,

Houghton Mifflin Harcourt Announces First Quarter 2021 Results; Delivers Billings Growth of 11% from Continuing Operations; ARR Growth of 80%; Strong Trailing -Twelve –Month Free Cash Flow With divestiture of Books & Media business, HMH transformatio

Exhibit 99.1 Houghton Mifflin Harcourt Announces First Quarter 2021 Results; Delivers Billings Growth of 11% from Continuing Operations; ARR Growth of 80%; Strong Trailing -Twelve ?Month Free Cash Flow With divestiture of Books & Media business, HMH transformation to K-12 pure-play learning technology company remains on track with connected sales of 51% and net retention rate of 142% BOSTON ? May

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 6, 2021 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorporation) (Comm

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36166 Houghton Mifflin Harc

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 26, 2021 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorporation) (C

Houghton Mifflin Harcourt Enters Into Definitive Agreement to Divest HMH Books & Media Consumer Publishing Business for $349 Million Upon closing of transaction, HMH to become pure-play K–12 learning technology company

Exhibit 99.1 Houghton Mifflin Harcourt Enters Into Definitive Agreement to Divest HMH Books & Media Consumer Publishing Business for $349 Million Upon closing of transaction, HMH to become pure-play K?12 learning technology company BOSTON ? March 29, 2021 ? Learning technology company Houghton Mifflin Harcourt (?HMH? or the ?Company?) (Nasdaq: HMHC) today announced that it has entered into a defin

# # #

EX-99.3 5 hmhc-ex99347.htm EX-99.3 Exhibit 99.3 Project Wind Investor Call Script – March 29, 2021 Operator – [Introductions] BRIAN SHIPMAN INTRO • Thank you, Operator, and hello, everyone. Before we begin, I would like to point out that the slides referred to on today’s call can be found on the Investor Relations section of our website at hmhco.com. • Before we begin, I encourage you to review th

3 HMH to divest HMH Books & Media to HarperCollins, a division of News Corp for $349 million in cash Transaction expected to close in 2Q 2021, after HSR review Divestiture creates pure-play K-12 learning technology company Accelerates growth momentum

EX-99.2 4 hmhc-ex99248.htm EX-99.2 Divestiture of HMH Books & Media March 29, 2021 Exhibit 99.2 Forward-Looking Statements and Non-GAAP Measures This presentation and oral statements made in connection with this presentation contain certain statements that are not historical facts, including information regarding our intentions, beliefs or current expectations concerning, among other things, our r

Asset Purchase Agreement, by and among Houghton Mifflin Harcourt Publishing Company, HarperCollins Publishers L.L.C. and News Corporation (solely with respect to Section 7.10) dated as of March 26, 2021 (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed March 29, 2021 (File No. 001-36166)).

Exhibit 2.1 EXECUTION VERSION ASSET PURCHASE AGREEMENT BY AND BETWEEN HOUGHTON MIFFLIN HARCOURT PUBLISHING COMPANY AND HarperCollins Publishers L.L.C. AND NEWS CORPORATION (SOLELY FOR PURPOSES OF SECTION 7.10) March 26, 2021 TABLE OF CONTENTS ARTICLE I PURCHASE OF ACQUIRED ASSETS AND RELATED MATTERS 2 1.1 Purchase of Acquired Assets; Assumption of Assumed Liabilities 2 1.2 Purchase Price and Alloc

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party Other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party Other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 19, 2021 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorporation) (C

Houghton Mifflin Harcourt Announces Fourth Quarter and Full Year 2020 Results, Achieved 2020 Billings at the Top End of its Revised Guidance Range and Positive Free Cash Flow SaaS billings growth of 142% and digital platform usage growth of 306% as H

Exhibit 99.1 Houghton Mifflin Harcourt Announces Fourth Quarter and Full Year 2020 Results, Achieved 2020 Billings at the Top End of its Revised Guidance Range and Positive Free Cash Flow SaaS billings growth of 142% and digital platform usage growth of 306% as HMH continues transformation to K-12 pure-play learning technology company; Successful achievement of HMH 2020 strategy lays foundation fo

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 25, 2021 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorporation)

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, or For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-36166 Houghton Mifflin Harcourt Company (Exact name of registrant

List of Subsidiaries of the Registrant.

EX-21.1 2 hmhc-ex21113.htm EX-21.1 Exhibit 21.1 Houghton Mifflin Harcourt Company Subsidiaries Greenwood Publishing Group, LLC. HMH Intermediate Holdings (Delaware), LLC HMH IP Company Unlimited Company HMH Publishers LLC Houghton Mifflin Company International, Inc. Houghton Mifflin Harcourt IP LLC Houghton Mifflin Harcourt Publishers, Inc. Houghton Mifflin Harcourt Publishing Company Tribal Nova,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Houghton Mifflin Harcourt Co. (Name of Issuer) (Title of Class of Securities) (CUSIP Number) December 31,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Houghton Mifflin Harcourt Co. (Name of Issuer) Common (Title of Class of Securities) 44157R109 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Houghton Mifflin Harcourt Co (Name of Issuer) Common Stock (Title of Class of Securities) 44157R109 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)*

SC 13G/A 1 tv01082-houghtonmifflinharco.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Houghton Mifflin Harcourt Co Title of Class of Securities: Common Stock CUSIP Number: 44157R109 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate b

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Houghton Mifflin Harcourt Co (Name of Issuer) Common Stock (Title of Class of Securities) 44157R109 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Houghton Mifflin Harcourt Company (Name of Issuer) Common Stock (Title of Class of Securities) 44157R109 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

HMHC / Houghton Mifflin Harcourt Company / Anchorage Capital Group, L.L.C. - HOUGHTON MIFFLIN HARCOURT COMPANY Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4) Houghton Mifflin Harcourt Company (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 44157R109 (CUSIP Number) Anchorage Capital Group, L.L.C. 610 Broadway 6th Floor New York, NY 10012 Tel: (212) 432-4600 Attention: David Young wit

19,465,570 Shares Houghton Mifflin Harcourt Company COMMON STOCK

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-250147 PROSPECTUS 19,465,570 Shares Houghton Mifflin Harcourt Company COMMON STOCK This prospectus relates to the resale of up to an aggregate of 19,465,570 shares of common stock of Houghton Mifflin Harcourt Company by the selling stockholders (which term as used in this prospectus includes pledgees, donees, transferees

-

CORRESP 1 filename1.htm November 23, 2020 VIA EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Edward M. Kelly Re: Houghton Mifflin Harcourt Company Registration Statement on Form S-3 File No. 333-250147 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended

- S-3

S-3 1 d207796ds3.htm S-3 Table of Contents As filed with the Securities and Exchange Commission on November 17, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Houghton Mifflin Harcourt Company (Exact Name of Registrant as Specified in Its Charter) Delaware 27-1566372 (State or Other

Houghton Mifflin Harcourt Announces Third Quarter 2020 Results, Intent to Explore Potential Sale of HMH Books & Media Consumer Publishing Business Continued momentum with K-12 SaaS billings growth of 147% and digital platform usage growth of 388% as

Exhibit 99.1 Houghton Mifflin Harcourt Announces Third Quarter 2020 Results, Intent to Explore Potential Sale of HMH Books & Media Consumer Publishing Business Continued momentum with K-12 SaaS billings growth of 147% and digital platform usage growth of 388% as HMH focuses on transformation to pure-play learning technology company BOSTON — November 5, 2020 — Learning technology company Houghton M

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36166 Houghton Mifflin

Amendment to Nomination Agreement, effective November 4, 2020, by and among Houghton Mifflin Harcourt Company and certain affiliates of Anchorage Capital Group, L.L.C. (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed November 5, 2020 (File No. 001-36166)).

EX-10.1 2 hmhc-ex101108.htm EX-10.1 Exhibit 10.1 Amendment to Nomination Agreement This Amendment to Nomination Agreement (the “Amendment”) is entered into as of November 4, 2020 by and between Houghton Mifflin Harcourt Company, a Delaware Corporation (the “Company”), and the stockholders party to the Nomination Agreement (as defined below) (collectively, the “Stockholder”). Capitalized terms used

HMHC / Houghton Mifflin Harcourt Company / Anchorage Capital Group, L.L.C. - HOUGHTON MIFFLIN HARCOURT CO Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3) Houghton Mifflin Harcourt Company (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 44157R109 (CUSIP Number) Anchorage Capital Group, L.L.C. 610 Broadway 6th Floor New York, NY 10012 Tel: 212-432-4650 Attention: David Young with

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 5, 2020 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorporation)

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 30, 2020 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorporation

Amended and Restated By-Laws of the Registrant, effective September 30, 2020 (incorporated by reference to Exhibit No. 3.1 to the Company’s Current Report on Form 8-K, filed October 6, 2020 (File No. 001-36166)).

EX-3.1 2 hmhc-ex316.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BY-LAWS of HOUGHTON MIFFLIN HARCOURT COMPANY (a Delaware corporation) Adopted as of November 13, 2013 (as amended September 30, 2020) TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS1 ARTICLE 2 STOCKHOLDERS3 ARTICLE 3 DIRECTORS11 ARTICLE 4 COMMITTEES OF THE BOARD16 ARTICLE 5 OFFICERS17 ARTICLE 6 GENERAL PROVISIONS19 i HOUGHTON MIFFLIN HAR

Houghton Mifflin Harcourt Announces Strategic Restructuring to Accelerate Transformation, Align Cost Structure to Support Digital First, Connected Strategy

EX-99.1 2 hmhc-ex99115.htm EX-99.1 Exhibit 99.1 Houghton Mifflin Harcourt Announces Strategic Restructuring to Accelerate Transformation, Align Cost Structure to Support Digital First, Connected Strategy Boston – Oct. 1, 2020 – Houghton Mifflin Harcourt (“HMH” or the “Company”) (Nasdaq: HMHC) today announced a strategic restructuring to accelerate its digital transformation and align its cost stru

Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 30, 2020 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorporation

Costs Associated with Exit or Disposal Activities - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 4, 2020 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorporation)

Houghton Mifflin Harcourt Announces Second Quarter 2020 Results SaaS sales and digital platform usage accelerate as HMH supports K-12 demand for digital learning solutions; HMH strongly positioned to help customers successfully adjust to remote learn

Exhibit 99.1 Houghton Mifflin Harcourt Announces Second Quarter 2020 Results SaaS sales and digital platform usage accelerate as HMH supports K-12 demand for digital learning solutions; HMH strongly positioned to help customers successfully adjust to remote learning in the new school year BOSTON — August 6, 2020 — Learning company Houghton Mifflin Harcourt (“HMH” or the “Company”) (Nasdaq: HMHC) t

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36166 Houghton Mifflin Harco

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2020 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorporation) (C

Registration Statement

As filed with the Securities and Exchange Commission on May 29, 2020 Registration No.

- SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of corporation) (Commission File Number) (IRS Employer Identification No.) 125 High Street Boston, MA 02110 (Address of principal executive of

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 19, 2020 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorporation) (Com

Houghton Mifflin Harcourt Company Amended and Restated 2015 Omnibus Incentive Plan

Exhibit 99.1 Houghton Mifflin Harcourt Company Amended and Restated 2015 Omnibus Incentive Plan 1. Purpose. The Houghton Mifflin Harcourt Company Amended and Restated 2015 Omnibus Incentive Plan (the “Plan”) is intended to help Houghton Mifflin Harcourt Company, a Delaware corporation (including any successor thereto, the “Company”) and its Affiliates (i) attract and retain key personnel by provid

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36166 Houghton Mifflin Harc

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2020 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorporation) (Comm

Letter Agreement Relating to Temporary Salary Reduction dated April 2, 2020 between Houghton Mifflin Harcourt Company and John J. Lynch, Jr.

Exhibit 10.1 Lawrence K. Fish Chairman of the Board April 2, 2020 John J. Lynch, Jr. Dear Jack: Thank you for offering to take a reduction in your salary due to the significant impact of the Coronavirus (COVID-19) on our business and customers. I am writing to confirm that you and the Company are mutually agreeing to this change in your pay, with the approval of the Houghton Mifflin Harcourt Compa

Houghton Mifflin Harcourt Announces First Quarter 2020 Results Significant growth in digital platform usage; Strong win rates in this year’s largest adoptions including notable wins in both Texas and California; Proactively supporting customers with

Houghton Mifflin Harcourt Announces First Quarter 2020 Results Significant growth in digital platform usage; Strong win rates in this year’s largest adoptions including notable wins in both Texas and California; Proactively supporting customers with remote learning resources to address COVID-19 crisis BOSTON — May 7, 2020 — Learning company Houghton Mifflin Harcourt (“HMH” or the “Company”) (Nasdaq: HMHC) today announced financial results for the three months ended March 31, 2020.

- DEFA14A

DEFA14A 1 hmhc-defa14a20200428.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party Other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 30, 2020 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorporation) (C

HMHC / Houghton Mifflin Harcourt Company DEFA14A - - DEFA14A

DEFA14A 1 hmhc-defa14a20200327.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party Other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 24, 2020 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorporation) (C

Definitive Proxy Statement

DEF 14A 1 hmhc-def14a20200519.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party Other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only

Houghton Mifflin Harcourt Takes Strong Steps to Address COVID-19 and Provides Business Update

EX-99.1 2 hmhc-ex9919.htm EX-99.1 Houghton Mifflin Harcourt Takes Strong Steps to Address COVID-19 and Provides Business Update BOSTON – March 27, 2020 – Houghton Mifflin Harcourt (HMH) (NASDAQ: HMHC) today announced steps to address COVID-19 and provided a business update related to the pandemic. HMH is enacting a number of measures intended to help protect its shareholders, employees, and custom

Exhibit 4.7

Exhibit 4.7 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT The following description of the common stock, par value $0.01 per share (the “Common Stock”), of Houghton Mifflin Harcourt Company (“us,” “our,” “we” or the “Company”), which is the only security of the Company registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), s

Lee R. Ramsayer Letter Agreement dated December 16, 2019.

EX-10.33 3 hmhc-ex1033315.htm EX-10.33 Date: December 13, 2019 Exhibit 10.33 CONFIDENTIAL SEVERANCE AGREEMENT AND GENERAL RELEASE The purpose of this Confidential Severance Agreement and General Release (the “Agreement”) is to set forth the terms of Lee R. Ramsayer’s (“you” or “your”) separation from Houghton Mifflin Harcourt Publishing Company and/or any of its affiliates (collectively, the “Comp

Amendment No. 1 to the Houghton Mifflin Harcourt Company 2015 Omnibus Incentive Plan dated December 13, 2019 (incorporated herein by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K filed on February 27, 2020 (File No. 001-36166))

Exhibit 10.41 AMENDMENT NO. 1 TO HOUGHTON MIFFLIN HARCOURT COMPANY 2015 OMNIBUS INCENTIVE PLAN The Houghton Mifflin Harcourt Company 2015 Omnibus Incentive Plan (the “Plan”). is hereby amended pursuant to Section 14 of the Plan by deleting Section 15(d) of the Plan and inserting, in lieu thereof, a new Section 15(d) which shall read as follows: “(d) Tax Withholding. (i) The Participant shall be re

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, or For the fiscal year ended December 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-36166 Houghton Mifflin Harcourt Company (Exact name of registrant

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 27, 2020 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorporation)

Houghton Mifflin Harcourt Reports Record Billings Growth in 2019; Sets Guidance for 2020 New Core Programs and Extensions Drive Strong Growth Nationwide; 2020 Financial Outlook Features Continued Positive Cash Flow

EX-99.1 2 hmhc-ex9916.htm EX-99.1 Houghton Mifflin Harcourt Reports Record Billings Growth in 2019; Sets Guidance for 2020 New Core Programs and Extensions Drive Strong Growth Nationwide; 2020 Financial Outlook Features Continued Positive Cash Flow BOSTON — February 27, 2020 — Learning company Houghton Mifflin Harcourt (“HMH” or the “Company”) (Nasdaq: HMHC) today announced strong financial result

List of Subsidiaries of the Registrant.

Exhibit 21.1 Houghton Mifflin Harcourt Company Subsidiaries Greenwood Publishing Group, LLC. HMH Intermediate Holdings (Delaware), LLC HMH IP Company Unlimited Company HMH Publishers LLC Houghton Mifflin Company International, Inc. Houghton Mifflin Harcourt IP LLC Houghton Mifflin Harcourt Publishers, Inc. Houghton Mifflin Harcourt Publishing Company Tribal Nova, Inc.

HMHC / Houghton Mifflin Harcourt Company / ALLIANCEBERNSTEIN L.P. - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Houghton Mifflin Harcourt Co (Name of Issuer) Common Stock (Title of Class of Securities) 44157R109 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropria

HMHC / Houghton Mifflin Harcourt Company / Burgundy Asset Management Ltd. - SC 13G Passive Investment

SC 13G 1 d851176dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Houghton Mifflin Harcourt Co. (Name of Issuer) Common (Title of Class of Securities) 44157R109 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

HMHC / Houghton Mifflin Harcourt Company / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HOUGHTON MIFFLIN HARCOURT CO (Name of Issuer) Common Stock (Title of Class of Securities) 44157R109 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

HMHC / Houghton Mifflin Harcourt Company / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01748-houghtonmifflinharco.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Houghton Mifflin Harcourt Co Title of Class of Securities: Common Stock CUSIP Number: 44157R109 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate b

HMHC / Houghton Mifflin Harcourt Company / WS MANAGEMENT LLLP - AMENDMENT NO. 2 Passive Investment

SC 13G/A 1 sb044.htm AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2) HOUGHTON MIFFLIN HARCOURT COMPANY (Name of Issuer) Common Stock (Title of Class of Securities) 44157R109 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

HMHC / Houghton Mifflin Harcourt Company / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Houghton Mifflin Harcourt Company (Name of Issuer) Common Stock (Title of Class of Securities) 44157R109 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 16, 2019 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorporation)

Second Amended and Restated Term Loan Credit Agreement, dated as of November 22, 2019, among Houghton Mifflin Harcourt Company, Inc., 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 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed November 25, 2019 (File No. 001-36166)).

EX-10.1 Exhibit 10.1 SECOND AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT dated as of November 22, 2019 among HOUGHTON MIFFLIN HARCOURT COMPANY, as Holdings, HOUGHTON MIFFLIN HARCOURT PUBLISHERS INC., HMH PUBLISHERS LLC and HOUGHTON MIFFLIN HARCOURT PUBLISHING COMPANY, as Borrowers, THE SUBSIDIARY GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, CITIBANK, N.A., as Administrative Agent and CITI

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2019 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorporation)

Indenture, dated as of November 22, 2019, among Houghton Mifflin Harcourt Company, Inc., Houghton Mifflin Harcourt Publishers Inc., Houghton Mifflin Harcourt Publishing Company and HMH Publishers LLC, the subsidiary guarantors party thereto, U.S. Bank National Association, as trustee, and Citibank N.A., as collateral agent (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed November 25, 2019 (File No. 001-36166)).

EX-4.1 2 d833080dex41.htm EX-4.1 Exhibit 4.1 Reference is made to the Second Amended and Restated Term Loan / Notes / Revolving Facility Lien Subordination and Intercreditor Agreement dated as of November 22, 2019, among Citibank, N.A., as agent for the Revolving Facility Secured Parties referred to therein, Citibank, N.A., as agent for the Term Facility Secured Parties referred to therein, Citiba

Second Amended and Restated Revolving Credit Agreement, dated as of November 22, 2019, among Houghton Mifflin Harcourt Company, Inc., 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 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed November 25, 2019 (File No. 001-36166)).

EX-10.2 Exhibit 10.2 Execution Version SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of November 22, 2019 among HOUGHTON MIFFLIN HARCOURT COMPANY, as Holdings, HOUGHTON MIFFLIN HARCOURT PUBLISHERS INC., HMH PUBLISHERS LLC and HOUGHTON MIFFLIN HARCOURT PUBLISHING COMPANY, as Borrowers, THE SUBSIDIARY GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, CITIBANK, N.A., as Administrat

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 19, 2019 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorporation)

Houghton Mifflin Harcourt Announces Pricing of Private Offering of Senior Secured Notes Due 2025

EX-99.1 Exhibit 99.1 Houghton Mifflin Harcourt Announces Pricing of Private Offering of Senior Secured Notes Due 2025 November 19, 2019 BOSTON — Learning company Houghton Mifflin Harcourt (“HMH” or the “Company”) (Nasdaq: HMHC) announced today that it priced an offering of $306.0 million aggregate principal amount of 9.000% Senior Secured Notes due 2025 (the “Notes”). The Notes will be issued by t

Houghton Mifflin Harcourt Reports Record Billings Growth in Third Quarter; Re-Affirms 2019 Guidance New Core Programs and Extensions Drive Growth Nationwide; Strong Third Quarter Cash Flow

Exhibit 99.1 Houghton Mifflin Harcourt Reports Record Billings Growth in Third Quarter; Re-Affirms 2019 Guidance New Core Programs and Extensions Drive Growth Nationwide; Strong Third Quarter Cash Flow BOSTON — October 31, 2019 — Learning company Houghton Mifflin Harcourt (“HMH” or the “Company”) (Nasdaq: HMHC) today announced its financial results for the quarter ended September 30, 2019. Operati

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 31, 2019 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorporation)

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36166 Houghton Mifflin

Houghton Mifflin Harcourt Reports Record Preliminary Q3 Billings, Raises 2019 Guidance and Details Strategy for Sustained Positive Free Cash Flow at Analyst and Investor Event

EX-99.1 2 d782057dex991.htm EX-99.1 Exhibit 99.1 Houghton Mifflin Harcourt Reports Record Preliminary Q3 Billings, Raises 2019 Guidance and Details Strategy for Sustained Positive Free Cash Flow at Analyst and Investor Event NEW YORK CITY — October 17, 2019 — At its 2019 Analyst and Investor Event today, learning company Houghton Mifflin Harcourt (“HMH” or the “Company”) (Nasdaq: HMHC) will provid

Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 15, 2019 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorporation)

Amended and Restated By-Laws, as amended, effective September 24, 2019 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed September 30, 2019 (File No. 001-36133)).

EX-3.1 2 d809852dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BY-LAWS of HOUGHTON MIFFLIN HARCOURT COMPANY (a Delaware corporation) Adopted as of November 13, 2013 (as amended September 24, 2019) TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 ARTICLE 2 STOCKHOLDERS 3 ARTICLE 3 DIRECTORS 11 ARTICLE 4 COMMITTEES OF THE BOARD 16 ARTICLE 5 OFFICERS 17 ARTICLE 6 GENERAL PROVISIONS 19 i HOUGHTON MIF

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 24, 2019 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorporation

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d789077d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 8, 2019 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdic

Houghton Mifflin Harcourt Reports Record Billings Growth in Second Quarter; Raises Full Year Billings Guidance NextGen Core Programs Drive Growth Nationwide; Extensions Deliver Solid Results

EX-99.1 2 d789077dex991.htm EX-99.1 Exhibit 99.1 Houghton Mifflin Harcourt Reports Record Billings Growth in Second Quarter; Raises Full Year Billings Guidance NextGen Core Programs Drive Growth Nationwide; Extensions Deliver Solid Results BOSTON — August 8, 2019 — Learning company Houghton Mifflin Harcourt (“HMH” or the “Company”) (Nasdaq: HMHC) today announced its financial results for the quart

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36166 Houg

Separation Agreement and General Release, dated June 10, 2019, by and between Houghton Mifflin Harcourt Company and Rosamund Else-Mitchell.

EX-10.2 Exhibit 10.2 Date: June 7, 2019 (as revised June 10, 2019) SEPARATION AGREEMENT AND GENERAL RELEASE The purpose of this Confidential Separation Agreement and General Release (the “Agreement”) is to set forth the terms of Rosamund Else-Mitchell’s (“you” or “your”) separation from Houghton Mifflin Harcourt Publishing Company and/or any of its affiliates (collectively, the “Company”) effectiv

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2019 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorpora

First Amendment to Credit Agreement, First Amendment to Guarantee and Collateral Agreement and Consent to Release of Mortgages, dated as of June 28, 2019 and effective as of July 1, 2019, by and among Houghton Mifflin Harcourt Company, Houghton Mifflin Harcourt Publishers Inc., HMH Publishers LLC, Houghton Mifflin Harcourt Publishing Company, certain other subsidiaries of Houghton Mifflin Harcourt Company, as subsidiary guarantors, the lenders party thereto and Citibank, N.A., as administrative agent and collateral agent (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed July 1, 2019 (File No. 001-36166)).

EX-10.1 2 d15076dex101.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION FIRST AMENDMENT TO CREDIT AGREEMENT, FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT AND CONSENT TO RELEASE OF MORTGAGES This FIRST AMENDMENT TO CREDIT AGREEMENT, FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT AND CONSENT TO RELEASE OF MORTGAGES, dated as of June 28, 2019 (this “Amendment”), is entered into by and among

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d767102d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 11, 2019 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdict

HMHC / Houghton Mifflin Harcourt Company / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Houghton Mifflin Harcourt Company (Name of Issuer) Common Stock (Title of Class of Securities) 44157R109 (CUSIP Number) May 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

HMHC / Houghton Mifflin Harcourt Company SD - - SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of corporation) (Commission File Number) (IRS Employer Identification No.) 125 High Street Boston, MA 02110 (Address of principal executive of

Submission of Matters to a Vote of Security Holders

8-K 1 d752738d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 21, 2019 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdicti

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2019 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorporation) (

HOUGHTON MIFFLIN HARCOURT ANNOUNCES FIRST QUARTER 2019 RESULTS IN LINE WITH EXPECTATIONS Strong selling performance in Texas English Language Arts adoption; Reiterates 2019 guidance

EX-99.1 Exhibit 99.1 HOUGHTON MIFFLIN HARCOURT ANNOUNCES FIRST QUARTER 2019 RESULTS IN LINE WITH EXPECTATIONS Strong selling performance in Texas English Language Arts adoption; Reiterates 2019 guidance BOSTON – May 9, 2019 – Learning company Houghton Mifflin Harcourt (“HMH” or the “Company”) (Nasdaq: HMHC) today announced its financial results for the quarter ended March 31, 2019. Operating Highl

Quarterly Report - 10-Q

10-Q 1 d634408d10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissi

HMHC / Houghton Mifflin Harcourt Company DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party Other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

HMHC / Houghton Mifflin Harcourt Company DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

HMHC / Houghton Mifflin Harcourt Company / Anchorage Capital Group, L.L.C. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* HOUGHTON MIFFLIN HARCOURT COMPANY (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 44157R109 (CUSIP Number) Anchorage Capital Group, L.L.C. 610 Broadway 6th Floor New York, NY 10012 Tel: 212-432-4650 Attention: Davi

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d702040d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2019 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other juris

HOUGHTON MIFFLIN HARCOURT ANNOUNCES 2018 RESULTS IN-LINE WITH GUIDANCE; STRONG GROWTH IN EXTENSIONS AND TRADE BILLINGS 2019 financial outlook features strong billings increase as a result of continued growth in Extensions and upturn in Core adoption

EX-99.1 Exhibit 99.1 HOUGHTON MIFFLIN HARCOURT ANNOUNCES 2018 RESULTS IN-LINE WITH GUIDANCE; STRONG GROWTH IN EXTENSIONS AND TRADE BILLINGS 2019 financial outlook features strong billings increase as a result of continued growth in Extensions and upturn in Core adoption cycle BOSTON – February 28, 2019 – Learning company Houghton Mifflin Harcourt (“HMH” or the “Company”) (Nasdaq: HMHC) today annou

List of Subsidiaries of the Registrant.

EX-21.1 2 d652820dex211.htm EX-21.1 Exhibit 21.1 Houghton Mifflin Harcourt Company Subsidiaries Greenwood Publishing Group, LLC. HMH Intermediate Holdings (Delaware), LLC HMH IP Company Unlimited Company HMH Publishers LLC Houghton Mifflin Company International, Inc. Houghton Mifflin Harcourt (Asia) Pte. Ltd. Houghton Mifflin Harcourt IP LLC Houghton Mifflin Harcourt Publishers, Inc. Houghton Miff

HMHC / Houghton Mifflin Harcourt Company 10-K (Annual Report)

10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

HMHC / Houghton Mifflin Harcourt Company / WS MANAGEMENT LLLP - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 sb037.htm AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) HOUGHTON MIFFLIN HARCOURT COMPANY (Name of Issuer) Common Stock (Title of Class of Securities) 44157R109 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

HMHC / Houghton Mifflin Harcourt Company / ALLIANCEBERNSTEIN L.P. - SEC SCHEDULE 13G Passive Investment

SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Houghton Mifflin Harcourt Co (Name of Issuer) Common Stock (Title of Class of Securities) 44157R109 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

HMHC / Houghton Mifflin Harcourt Company / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 houghtonmifflinharcourtco.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3 )* Name of issuer: Houghton Mifflin Harcourt Co Title of Class of Securities: Common Stock CUSIP Number: 44157R109 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to designate t

HMHC / Houghton Mifflin Harcourt Company / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Houghton Mifflin Harcourt Company (Name of Issuer) Common Stock (Title of Class of Securities) 44157R109 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

HMHC / Houghton Mifflin Harcourt Company

CORRESP 1 filename1.htm HOUGHTON MIFFLIN HARCOURT COMPANY 125 High Street Boston, MA 02110 December 26, 2018 VIA EDGAR Ms. Theresa Brillant Office of Transportation and Leisure Division of Corporation Finance U.S. Securities and Exchange Commission Washington, D.C. 20549 Re: Houghton Mifflin Harcourt Company Form 10-K for Fiscal Year Ended December 31, 2017 Filed February 22, 2018 Form 10-Q for Fi

HOUGHTON MIFFLIN HARCOURT ANNOUNCES THIRD QUARTER 2018 RESULTS Reaffirms 2018 outlook, on track for approval in 2019 adoptions

EX-99.1 Exhibit 99.1 HOUGHTON MIFFLIN HARCOURT ANNOUNCES THIRD QUARTER 2018 RESULTS Reaffirms 2018 outlook, on track for approval in 2019 adoptions BOSTON – November 8, 2018 – Global learning company Houghton Mifflin Harcourt (“HMH” or the “Company”) (Nasdaq: HMHC) today announced its operating and financial results for the third quarter ended September 30, 2018. Operating Highlights: • Re-affirmi

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d635100d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2018 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisd

HMHC / Houghton Mifflin Harcourt Company 10-Q (Quarterly Report)

10-Q 1 d599528d10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-36166 Hough

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 1, 2018 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorporatio

Amendment No. 1 to Asset Purchase Agreement, by and among Houghton Mifflin Harcourt Publishing Company, Houghton Mifflin Harcourt Company (solely for purposes of Section 8.2 and 8.3) and Riverside Assessment, LLC, dated as of October 1, 2018 (incorporated herein by reference to Exhibit 2.1b to the Company’s Current Report on Form 8-K, filed October 5, 2018 (File No. 001-36166)).

EX-2.1B 2 d622083dex21b.htm EX-2.1B Exhibit 2.1b AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT This Amendment No. 1 to Asset Purchase Agreement, dated October 1, 2018 (this “Amendment”), is made by and between Riverside Assessments, LLC, a Delaware limited liability company (“Buyer”), and Houghton Mifflin Harcourt Publishing Company, a Massachusetts corporation (“Seller”). Capitalized terms used her

Houghton Mifflin Harcourt Updates Outlook to Reflect Completed Riverside Divestiture

EX-99.2 Exhibit 99.2 Houghton Mifflin Harcourt Updates Outlook to Reflect Completed Riverside Divestiture BOSTON – Oct. 5, 2018 – Global learning company Houghton Mifflin Harcourt (HMH) (Nasdaq: HMHC) on Monday, October 1, 2018, completed its previously announced agreement to divest its Riverside clinical and standardized testing (Riverside) portfolio to private equity firm Alpine Investors for a

Houghton Mifflin Harcourt Company Unaudited Pro Forma Condensed Consolidated Financial Statements

EX-99.1 Exhibit 99.1 Houghton Mifflin Harcourt Company Unaudited Pro Forma Condensed Consolidated Financial Statements On October 1, 2018, Houghton Mifflin Harcourt Publishing Company (“HMH Sub”), a wholly owned subsidiary of Houghton Mifflin Harcourt Company (the “Company” and together with HMH Sub, the “Sellers”) completed the previously announced sale of all of the assets, including intellectua

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 12, 2018 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorpora

1

EX-99.3 Exhibit 99.3 Project Lynx Investor Call Script - September 12, 2018 Operator - [Introductions] BRIAN SHIPMAN, SVP, INVESTOR RELATIONS SLIDE 2 Thank you operator, and good afternoon everyone. Before we begin, I would like to point out that the slides referred to on today’s call can be found on the Investor Relations section of our website at hmhco.com. Before we begin, I encourage you to re

Asset Purchase Agreement, by and among Houghton Mifflin Harcourt Publishing Company, Houghton Mifflin Harcourt Company (solely for purposes of Section 8.2 and 8.3) and Riverside Assessment, LLC, dated as of September 12, 2018 (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed September 12, 2018 (File No. 001-36166)).

EX-2.1 2 d619901dex21.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION ASSET PURCHASE AGREEMENT BY AND AMONG HOUGHTON MIFFLIN HARCOURT PUBLISHING COMPANY, HOUGHTON MIFFLIN HARCOURT COMPANY (SOLELY FOR PURPOSES OF SECTIONS 8.2 AND 8.3) AND RIVERSIDE ASSESSMENTS, LLC September 12, 2018 TABLE OF CONTENTS ARTICLE I PURCHASE OF ACQUIRED ASSETS AND RELATED MATTERS 2 1.1 Purchase of Acquired Assets; Assumption o

Forward-Looking Statements and Non-GAAP Measures This presentation and oral statements made in connection with this presentation contain certain statements that are not historical facts, including information regarding our intentions, beliefs or curr

EX-99.2 Exhibit 99.2 HMH Divestiture of Riverside Clinical & Standardized Testing Portfolio September 12, 2018 TMExhibit 99.2 HMH Divestiture of Riverside Clinical & Standardized Testing Portfolio September 12, 2018 TM Forward-Looking Statements and Non-GAAP Measures This presentation and oral statements made in connection with this presentation contain certain statements that are not historical f

Houghton Mifflin Harcourt Enters into Definitive Agreement to Divest Riverside Clinical and Standardized Testing Portfolio to Alpine Investors

EX-99.1 Exhibit 99.1 Houghton Mifflin Harcourt Enters into Definitive Agreement to Divest Riverside Clinical and Standardized Testing Portfolio to Alpine Investors BOSTON – Sept. 12, 2018 – Global learning company Houghton Mifflin Harcourt (HMH) (Nasdaq: HMHC) today announced that it has entered into a definitive agreement to divest its Riverside clinical and standardized testing (Riverside) portf

HOUGHTON MIFFLIN HARCOURT ANNOUNCES SECOND QUARTER 2018 RESULTS Reports net sales of $376 million and billings of $389 million; Reaffirms 2018 outlook

EX-99.1 2 d572405dex991.htm EX-99.1 Exhibit 99.1 HOUGHTON MIFFLIN HARCOURT ANNOUNCES SECOND QUARTER 2018 RESULTS Reports net sales of $376 million and billings of $389 million; Reaffirms 2018 outlook BOSTON – August 2, 2018 – Global learning company Houghton Mifflin Harcourt (“HMH” or the “Company”) (Nasdaq: HMHC) today announced its operating and financial results for the second quarter ended Jun

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d572405d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 2, 2018 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jur

HMHC / Houghton Mifflin Harcourt Company 10-Q (Quarterly Report)

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

HMHC / Houghton Mifflin Harcourt Company / WS MANAGEMENT LLLP Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 HOUGHTON MIFFLIN HARCOURT COMPANY (Name of Issuer) Common Stock (Title of Class of Securities) 44157R109 (CUSIP Number) May 29, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ Rule 1

HMHC / Houghton Mifflin Harcourt Company SD

SD 1 d570883dsd.htm SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of corporation) (Commission File Number) (IRS Employer Identification No.) 125 High Street Boston, MA 02110 (Address of

Submission of Matters to a Vote of Security Holders

8-K 1 d594911d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 22, 2018 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdicti

HOUGHTON MIFFLIN HARCOURT ANNOUNCES FIRST QUARTER 2018 RESULTS Reports net sales of $220 million and billings of $182 million; Reaffirms fiscal year 2018 outlook

EX-99.1 Exhibit 99.1 HOUGHTON MIFFLIN HARCOURT ANNOUNCES FIRST QUARTER 2018 RESULTS Reports net sales of $220 million and billings of $182 million; Reaffirms fiscal year 2018 outlook BOSTON – May 3, 2018 – Global learning company Houghton Mifflin Harcourt (“HMH” or the “Company”) (Nasdaq: HMHC) today announced its financial results for the first quarter ended March 31, 2018. Financial Highlights:

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 3, 2018 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorporation) (

HMHC / Houghton Mifflin Harcourt Company 10-Q (Quarterly Report)

10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-36166 Houghton Mifflin Harcourt Company (Exact name of r

HMHC / Houghton Mifflin Harcourt Company DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party Other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

HMHC / Houghton Mifflin Harcourt Company DEF 14A

DEF 14A 1 d549194ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party Other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Com

POWER OF ATTORNEY

EXHIBIT 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of the following officers of Houghton Mifflin Harcourt Company, a Delaware corporation (the “Company”): (i) General Counsel, (ii) Chief Financial Officer, (iii) Chief Executive Officer, (iv) Senior Legal Counsel, and (v) Controller signing singly, and with full power of substitution

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d507128d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2018 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of Registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdict

Houghton Mifflin Harcourt Appoints Jean S. Desravines to Board of Directors

EX-99.1 Exhibit 99.1 Houghton Mifflin Harcourt Appoints Jean S. Desravines to Board of Directors BOSTON – March 05, 2018 – Global learning company Houghton Mifflin Harcourt (HMH) today announced that Jean S. Desravines, CEO of the national education nonprofit New Leaders, has been appointed to HMH’s board of directors. Desravines’ appointment brings the board’s membership to 10 directors. “We are

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 22, 2018 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incor

HOUGHTON MIFFLIN HARCOURT ANNOUNCES FULL YEAR 2017 RESULTS Reports net sales of $1,408 million and billings of $1,392 million Establishes full-year 2018 net sales and billings outlook

EX-99.1 2 d542792dex991.htm EX-99.1 Exhibit 99.1 HOUGHTON MIFFLIN HARCOURT ANNOUNCES FULL YEAR 2017 RESULTS Reports net sales of $1,408 million and billings of $1,392 million Establishes full-year 2018 net sales and billings outlook BOSTON – February 22, 2018 – Global learning company Houghton Mifflin Harcourt (“HMH” or the “Company”) (Nasdaq: HMHC) today announced its financial results for the ye

Rosamund Else-Mitchell Offer Letter dated April 22, 2015 (incorporated herein by reference to Exhibit No. 10.34 to the Company’s Annual Report on Form 10-K, filed February 22, 2018) (File No. 001-36166)).

EX-10.34 Exhibit 10.34 April 22, 2015 Rosamund M. Else-Mitchell 223 West 21st Street, Apt. #3N New York, New York 10011 Dear Rose: Welcome to Houghton Mifflin Harcourt Publishing Company (the “Company” or “HMH“)! This letter will confirm our offer of employment with the Company. Should you accept this offer, you will work as Senior Vice President, Publishing HMH Intervention Solutions, reporting i

List of Subsidiaries of the Registrant.

EX-21.1 Exhibit 21.1 Houghton Mifflin Harcourt Company Subsidiaries Greenwood Publishing Group, LLC. HMH Intermediate Holdings (Delaware), LLC HMH IP Company Unlimited Company HMH Publishers LLC HMH Publishing Company Houghton Mifflin Company International, Inc. Houghton Mifflin Harcourt (Asia) Pte. Ltd. Houghton Mifflin Harcourt Publishers, Inc. Houghton Mifflin Harcourt Publishing Company Hought

Confidential Severance Agreement and General Release dated as of October 1, 2017, by and between Mary Cullinane and Houghton Mifflin Harcourt Company

EX-10.39 7 d523565dex1039.htm EX-10.39 Exhibit 10.39 Date: October 1, 2017 CONFIDENTIAL SEVERANCE AGREEMENT AND GENERAL RELEASE The purpose of this Confidential Severance Agreement and General Release is to set forth the terms of Mary Cullinane’s (“you” or “your”) separation from Houghton Mifflin Harcourt Publishing Company and/or any of its affiliates (collectively, the “Company”) and your eligib

Rosamund Else-Mitchell Promotion Letter dated August 27, 2015 (incorporated herein by reference to Exhibit No. 10.35 to the Company’s Annual Report on Form 10-K, filed February 22, 2018) (File No. 001-36166)).

EX-10.35 5 d523565dex1035.htm EX-10.35 Exhibit 10.35 To: Rose Else Mitchell From: Lori Hensler, SVP, HR Strategic Partnership Date: August 27, 2015 Re: Promotion This memo is confirming your promotion to EVP, Professional Services effective October 1, 2015. You will report to Linda Zecher. With this promotion, your salary will not change. You are eligible to participate in the 2015 Houghton Miffli

Houghton Mifflin Harcourt Company 2015 Omnibus Incentive Plan New Hire Time-Based Restricted Stock Unit Award Notice dated May 9, 2017 by and between Houghton Mifflin Harcourt Company and John J. Lynch, Jr. (incorporated herein by reference to Exhibit No. 10.28 to the Company’s Annual Report on Form 10-K, filed February 22, 2018) (File No. 001-36166)).

EX-10.28 3 d523565dex1028.htm EX-10.28 Exhibit 10.28 John J. Lynch, Jr. New-Hire Time-Based Vesting Notice HOUGHTON MIFFLIN HARCOURT COMPANY 2015 OMNIBUS INCENTIVE PLAN TIME-BASED RESTRICTED STOCK UNIT AWARD NOTICE Houghton Mifflin Harcourt Company (the “Company”) has previously established the Houghton Mifflin Harcourt Company 2015 Omnibus Incentive Plan (the “Plan”) and, pursuant thereto, the Co

Rosamund Else-Mitchell Promotion Letter dated August 3, 2017

EX-10.36 6 d523565dex1036.htm EX-10.36 Exhibit 10.36 To: Rosamund Else-Mitchell From: Jack Lynch Date: August 3, 2017 Reference: Promotion This memo confirms our agreement on August 2, 2017 of the terms of your promotion to EVP, Chief Learning Officer, which will be effective August 4, 2017. You will continue to report to me. Your salary will not change in connection with this promotion, but will

HMHC / Houghton Mifflin Harcourt Company 10-K (Annual Report)

10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, or For the fiscal year ended December 31, 2017 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-36166 Houghton Mifflin Harcourt Company (Exact name of regis

Houghton Mifflin Harcourt Company 2015 Omnibus Incentive Plan New Hire Stock Option Award Notice dated May 9, 2017 by and between Houghton Mifflin Harcourt Company and John J. Lynch, Jr. (incorporated herein by reference to Exhibit No. 10.27 to the Company’s Annual Report on Form 10-K, filed February 22, 2018) (File No. 001-36166)).

EX-10.27 Exhibit 10.27 John J. Lynch, Jr. New Hire Option Award Agreement HOUGHTON MIFFLIN HARCOURT COMPANY 2015 OMNIBUS INCENTIVE PLAN STOCK OPTION AWARD NOTICE Houghton Mifflin Harcourt Company (the “Company”) has previously established the Houghton Mifflin Harcourt Company 2015 Omnibus Incentive Plan (the “Plan”) and, pursuant thereto, the Company desires to grant to the Person identified on Sc

HMHC / Houghton Mifflin Harcourt Company / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 houghtonmifflinharcourtco.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Houghton Mifflin Harcourt Co Title of Class of Securities: Common Stock CUSIP Number: 44157R109 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to designate t

HMHC / Houghton Mifflin Harcourt Company CORRESP

CORRESP HOUGHTON MIFFLIN HARCOURT COMPANY 125 High Street Boston, MA 02110 January 16, 2018 VIA EDGAR Lyn Shenk Branch Chief, Office of Transportation and Leisure Division of Corporation Finance U.

HMHC / Houghton Mifflin Harcourt Company CORRESP

CORRESP 1 filename1.htm HOUGHTON MIFFLIN HARCOURT COMPANY 125 High Street Boston, MA 02110 December 20, 2017 VIA EDGAR Lyn Shenk Branch Chief, Office of Transportation and Leisure Division of Corporation Finance U.S. Securities and Exchange Commission Washington, D.C. 20549 Re: Houghton Mifflin Harcourt Company Form 10-K for Fiscal Year Ended December 31, 2016 Filed February 23, 2017 File No. 001-

POWER OF ATTORNEY

EXHIBIT 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of the following officers of Houghton Mifflin Harcourt Company, a Delaware corporation (the ? Company?): (i) General Counsel, (ii) Chief Financial Officer, (iii) Chief Executive Officer, (iv) Senior Legal Counsel, and (v) Controller signing singly, and with full power of substitutio

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2017 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorp

HOUGHTON MIFFLIN HARCOURT ANNOUNCES THIRD QUARTER 2017 RESULTS Reports net sales of $532 million and billings of $584 million Reaffirms full-year 2017 net sales and billings outlook

EX-99.1 Exhibit 99.1 HOUGHTON MIFFLIN HARCOURT ANNOUNCES THIRD QUARTER 2017 RESULTS Reports net sales of $532 million and billings of $584 million Reaffirms full-year 2017 net sales and billings outlook BOSTON ? November 2, 2017 ? Global learning company Houghton Mifflin Harcourt (?HMH? or the ?Company?) (NASDAQ: HMHC) today announced its financial results for the third quarter ended September 30,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q 1 d395767d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-36166

POWER OF ATTORNEY

EXHIBIT 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of the following officers of Houghton Mifflin Harcourt Company, a Delaware corporation (the ? Company?): (i) General Counsel, (ii) Chief Financial Officer, (iii) Chief Executive Officer, (iv) Senior Legal Counsel, and (v) Controller signing singly, and with full power of substitutio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2017 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36166 (Commission

POWER OF ATTORNEY

EX-24.1 2 es1701025ex2401.htm EXHIBIT 24.1 EXHIBIT 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of the following officers of Houghton Mifflin Harcourt Company, a Delaware corporation (the “Company”): (i) General Counsel, (ii) Chief Financial Officer, (iii) Chief Executive Officer, (iv) Senior Legal Counsel, and (v) Controller signing

POWER OF ATTORNEY

EXHIBIT 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of the following officers of Houghton Mifflin Harcourt Company, a Delaware corporation (the ? Company?): (i) General Counsel, (ii) Chief Financial Officer, (iii) Chief Executive Officer, (iv) Senior Legal Counsel, and (v) Controller signing singly, and with full power of substitutio

POWER OF ATTORNEY

EXHIBIT 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of the following officers of Houghton Mifflin Harcourt Company, a Delaware corporation (the ? Company?): (i) General Counsel, (ii) Chief Financial Officer, (iii) Chief Executive Officer, (iv) Senior Legal Counsel, and (v) Controller signing singly, and with full power of substitutio

HOUGHTON MIFFLIN HARCOURT ANNOUNCES SECOND QUARTER 2017 RESULTS Reports net sales of $393 million and billings of $395 million Reaffirms full-year 2017 outlook

EX-99.1 Exhibit 99.1 HOUGHTON MIFFLIN HARCOURT ANNOUNCES SECOND QUARTER 2017 RESULTS Reports net sales of $393 million and billings of $395 million Reaffirms full-year 2017 outlook BOSTON ? August 3, 2017 ? Global learning company Houghton Mifflin Harcourt (?HMH? or the ?Company?) (NASDAQ: HMHC) today announced its financial results for the second quarter ended June 30, 2017. Financial Highlights:

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 3, 2017 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Houghton Mifflin Harcourt SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisdiction of corporation) (Commission File Number) (IRS Employer Identification No.) 125 High Street Boston, MA 02110 (Address of principal executive of

Letter agreement dated as of May 24, 2017.

EX-10.1 2 eh1700684ex1001.htm EXHIBIT 10.1 EXHIBIT 10.1 May 24, 2017 Mary J. Cullinane Houghton Mifflin Harcourt 125 High Street Boston, MA 02110 Re: Separation and Transition Arrangements Dear Mary: This letter agreement sets forth our mutual understanding regarding the terms and conditions of your departure from Houghton Mifflin Harcourt Publishing Company, a Massachusetts corporation (the “Comp

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 eh17006848k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 19, 2017 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorpora

Houghton Mifflin Harcourt FORM 10-Q (Quarterly Report)

10-Q 1 d373844d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-36166 Houg

HOUGHTON MIFFLIN HARCOURT ANNOUNCES FIRST QUARTER 2017 RESULTS Net sales increase 8%; billings increase 10% Cost-reduction initiatives expected to generate annualized savings of $70 to $80 million by the end of 2018

EX-99.1 Exhibit 99.1 HOUGHTON MIFFLIN HARCOURT ANNOUNCES FIRST QUARTER 2017 RESULTS Net sales increase 8%; billings increase 10% Cost-reduction initiatives expected to generate annualized savings of $70 to $80 million by the end of 2018 BOSTON ? May 4, 2017 ? Global learning company Houghton Mifflin Harcourt (?HMH? or the ?Company?) (NASDAQ: HMHC) today announced its financial results for the firs

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d387553d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 4, 2017 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware 001-36166 27-1566372 (State or other jurisd

Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 12, 2017 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001

POWER OF ATTORNEY

EXHIBIT 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of the following officers of Houghton Mifflin Harcourt Company, a Delaware corporation (the ? Company?): (i) General Counsel, (ii) Chief Financial Officer, (iii) Chief Executive Officer, (iv) Senior Legal Counsel, and (v) Controller signing singly, and with full power of substitutio

Houghton Mifflin Harcourt DEF 14A

DEF 14A 1 d314956ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party Other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Com

Houghton Mifflin Harcourt DEFA14A

DEFA14A 1 d314956ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party Other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

Costs Associated with Exit or Disposal Activities

8-K 1 eh17004118k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 16, 2017 HOUGHTON MIFFLIN HARCOURT COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorpo