Mergers & Acquisitions

Veritas Capital to Purchase Houghton Mifflin Harcourt in $2.8B Deal

• By Kristal Kuykendall
• 02/22/22

Houghton Mifflin Harcourt Co., a provider of K–12 core curriculum, supplemental and intervention solutions, and professional learning services, today announced it is being acquired by private investment firm Veritas Capital in a deal valued at $2.8 billion.

Executives at HMH — which serves more than 50 million students and 4 million educators in 150 countries — said in a news release that the acquisition will allow the company to grow its product offerings and reach more students and educators globally. HMH also is parent company to professional development and leadership consultancy the International Center for Leadership in Education and Heinemann, a publisher of professional resources for teachers.

The agreement calls for HMH shareholders to receive $21 in cash per share, representing a 36% premium to the company's share price as of January 13, 2022.

The decision to sell to Veritas followed a strategic review by HMH's Board of Directors that included discussions with several potential bidders, according to the announcement.

“Partnering with Veritas will provide HMH with the opportunity to accelerate our momentum and increase our impact. … The time is right to move into the next phase of our long-term growth strategy alongside a partner that brings significant industry expertise,” said HMH President and CEO Jack Lynch, who will continue to lead the company along with the current management team, the news release said. “As the promise of digital learning increasingly takes hold across the nation, we are confident this transaction will deepen our ability to bring the power of learning to even more teachers and their students, invest in our purpose-driven team, and have a positive impact on the communities we serve.”

The deal was unanimously approved by HMH's Board of Directors, the company said, and it is expected to be completed by July 1, 2022, “subject to receipt of requisite regulatory approvals and satisfaction of customary closing conditions,” HMH said. More information about the transaction and tender offer will be included in the Schedule 14D-9 filing.

HMH is scheduled to release fourth-quarter and full-year 2021 results before the market opens on Thursday, Feb. 24, 2022. The scheduled earnings and guidance conference call has been canceled, HMH said.

For more information, visit the HMH website.