Milbank LLP is advising Veritas Capital, a longstanding investor in companies operating at the intersection of technology and government, on its acquisition of Houghton Mifflin Harcourt Company (Nasdaq:HMHC), a learning technology company.
Pursuant to the terms of the agreement, HMHC shareholders will be entitled to receive $21 in cash per share through a tender offer. The per-share purchase price represents a 36% premium to the Company’s unaffected share price as of January 13, 2022 and implies an equity value of approximately $2.8 billion.
The decision to enter into an agreement with Veritas was the result of a deliberate and thorough strategic review process overseen by HMHC’s Board of Directors. As part of that review, the Company held discussions with several potential strategic and financial bidders, including Veritas, through a formal process. Further details of the transaction and background of the sale process will be included in the Company’s Schedule 14D-9 with respect to the tender offer.
The Milbank deal team was led by Global Corporate partner Richard Presutti, along with associates Lowell Dyer, Doug Howell and Kristen Lin. The team also included Global Capital Markets partner Antonio Diaz-Albertini, Executive Compensation and Employee Benefits partner Mike Shah and Tax partner Max Goodman.
