Milbank LLP advised Veritas Capital, a longstanding investor in companies operating at the intersection of technology and government, on its previously announced acquisition of Houghton Mifflin Harcourt Company (“HMH”), a learning technology company. The transaction, completed through a successful tender offer of $21 per share, implied an equity value for HMH of approximately $2.8 billion.
As of the expiration of the tender offer, a total of 72,926,195 shares were validly tendered into and not properly withdrawn from the offer, representing approximately 57% of HMH's outstanding shares and satisfying the minimum tender condition of the offer. Such shares have been accepted for payment in accordance with the terms of the offer. The purchaser of such shares will be merged with and into HMH, with HMH continuing as the surviving corporation of such merger as a wholly-owned subsidiary of Veritas. HMH's stock will cease trading on the NASDAQ under the ticker symbol HMHC, effective today.
The Milbank deal team was led by Global Corporate partners Richard Presutti and Scott Golenbock, along with associates Lowell Dyer, Douglas Howell, and Kristen Lin. The team also included Global Capital Markets partner Antonio Diaz-Albertini and associate Christina Chaplygina, Executive Compensation partner Mike Shah and Tax partner Max Goodman.
