Filing Details
- Accession Number:
- 0000905148-19-000420
- Form Type:
- 13D Filing
- Publication Date:
- 2019-03-08 16:36:40
- Filed By:
- Anchorage Advisors
- Company:
- Houghton Mifflin Harcourt Co (NASDAQ:HMHC)
- Filing Date:
- 2019-03-08
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| ANCHORAGE CAPITAL GROUP | 0 | 19,889,174 | 0 | 19,889,174 | 19,889,174 | 16.0% |
| ANCHORAGE ADVISORS MANAGEMENT | 0 | 19,889,174 | 0 | 19,889,174 | 19,889,174 | 16.0% |
| KEVIN M. ULRICH | 0 | 19,889,174 | 0 | 19,889,174 | 19,889,174 | 16.0% |
| ANCHORAGE CAPITAL MASTER OFFSHORE, LTD | 0 | 19,746,222 | 0 | 19,746,222 | 19,746,222 | 15.9% |
Filing
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: David Young
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 7, 2019
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and
is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
| SCHEDULE 13D | ||
| CUSIP No. 44157R109 | Page 2 of 8 Pages | |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| ANCHORAGE CAPITAL GROUP, L.L.C. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| AF | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 19,889,174 (1) | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 19,889,174 (1) | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 19,889,174 (1) | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 16.0% (2) | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| OO, IA | | | |||
| | | ||||
(1) This amount includes 423,604 Shares that the Reporting Person can acquire upon exercise of 211,802 warrants.
(2) Calculation is based upon 124,089,529 Shares outstanding, which is the sum of the 123,665,925 Shares outstanding as of February 1, 2019
as reported by the Issuer in its annual report on Form 10-K filed February 28, 2019, and the 423,604 Shares that the Reporting Person can acquire upon exercise of warrants.
| SCHEDULE 13D | ||
| CUSIP No. 44157R109 | Page 3 of 8 Pages | |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| ANCHORAGE ADVISORS MANAGEMENT, L.L.C. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| AF | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 19,889,174 (1) | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 19,889,174 (1) | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 19,889,174 (1) | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 16.0% (2) | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| OO, HC | | | |||
| | | ||||
(1) This amount includes 423,604 Shares that the Reporting Person can acquire upon exercise of 211,802 warrants.
(2) Calculation is based upon 124,089,529 Shares outstanding, which is the sum of the 123,665,925 Shares outstanding as of February 1,
2019 as reported by the Issuer in its annual report on Form 10-K filed February 28, 2019, and the 423,604 Shares that the Reporting Person can acquire upon exercise of warrants.
| SCHEDULE 13D | ||
| CUSIP No. 44157R109 | Page 4 of 8 Pages | |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| KEVIN M. ULRICH | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| AF | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Canada | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 19,889,174 (1) | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 19,889,174 (1) | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 19,889,174 (1) | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 16.0% (2) | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN, HC | | | |||
| | | ||||
(1) This amount includes 423,604 Shares that the Reporting Person can acquire upon exercise of 211,802 warrants.
(2) Calculation is based upon 124,089,529 Shares outstanding, which is the sum of the 123,665,925 Shares outstanding as of February 1,
2019 as reported by the Issuer in its annual report on Form 10-K filed February 28, 2019, and the 423,604 Shares that the Reporting Person can acquire upon exercise of warrants.
| SCHEDULE 13D | ||
| CUSIP No. 44157R109 | Page 5 of 8 Pages | |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| ANCHORAGE CAPITAL MASTER OFFSHORE, LTD. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| WC | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Cayman Islands | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 19,746,222 (1) | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 19,746,222 (1) | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 19,746,222 (1) | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 15.9% (2) | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
(1) This amount includes 415,392 Shares that the Reporting Person can acquire upon exercise of 207,696 warrants.
(2) Calculation is based upon 124,081,317 Shares outstanding, which is the sum of the 123,665,925 Shares outstanding as of February 1,
2019 as reported by the Issuer in its annual report on Form 10-K filed February 28, 2019, and the 415,392 Shares
that the Reporting Person can acquire upon exercise of warrants.
| SCHEDULE 13D | ||
| Page 6 of 8 Pages | ||
Item 1. Security and Issuer
Item 1 is hereby amended and supplemented as follows:
This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) is being filed by the undersigned, pursuant to §240.13d-1(a),
with respect to the Common Stock, par value $0.01 per share, (the “Shares”) of Houghton Mifflin Harcourt Company (the
“Issuer”), whose principal executive offices are located at 125 High Street, Boston, MA 02110. This Amendment No. 2 amends the Schedule 13D filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the “SEC”) on November
24, 2015, as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons with the SEC on December 22, 2016 (together with this Amendment No. 2, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 2 does
not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 2 shall have the meanings given to them in the Schedule 13D.
Item 4. Purpose of Transaction
Item 4 is hereby amended and supplemented as follows:
AIOOM III is in the process of selling or otherwise resolving investments in preparation for the formal liquidation
pursuant to its governing documents and the transaction reported in this Amendment No. 2 was effected in connection with such process.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and supplemented as follows:
(a, b) The aggregate number of Shares and the percentage of total outstanding Shares beneficially owned by the
Reporting Persons as of the date hereof is set forth below:
| Reporting Person | Number of Shares Beneficially Owned1 | Percentage of Outstanding Shares |
| Capital Group | 19,889,1742 | 16.0%4 |
| Management | 19,889,1742 | 16.0%4 |
| Mr. Ulrich | 19,889,1742 | 16.0%4 |
| ACMO | 19,746,2223 | 15.9%5 |
1 The beneficial ownership for which each figure is provided in this column is the shared, not sole, power to vote or to direct the vote, and the shared, not sole, power to
dispose or to direct the disposition of the Shares.
2. This amount includes 423,604 Shares that Capital Group, Management and Mr. Ulrich can acquire upon exercise of 211,802 warrants. The Shares and warrants are held as
follows: (A) 19,330,830 Shares, and 415,392 Shares obtainable upon exercise of 207,696 warrants, held for the account of
ACMO; (B) 8,212 Shares obtainable upon exercise of 4,106 warrants, held for the account of AIOOM III; and (C) 134,740 Shares held for the account of the PCI Fund.
| SCHEDULE 13D | ||
| Page 7 of 8 Pages | ||
3. This amount includes 415,392 Shares that ACMO can acquire upon exercise of 207,696 warrants.
4. Calculation is based upon 124,089,529 Shares outstanding, which is the sum of the 123,665,925 Shares outstanding as of February 1, 2019 as reported by the Issuer in its
annual report on Form 10-K filed February 28, 2019, and the 423,604 Shares that Capital Group, Management and Mr. Ulrich can acquire upon exercise of warrants.
5. Calculation is based upon 124,081,317 Shares outstanding, which is the sum of the 123,665,925 Shares outstanding as of February 1, 2019 as reported by the Issuer in its
annual report on Form 10-K filed February 28, 2019, and the 415,392 Shares that ACMO can acquire upon exercise of warrants.
(c) On March 7, 2019, 622,230 Shares were sold for the account of AIOOM III directly to a broker at a price of $7.75 per
Share.
(d) See disclosure in Items 2 and 5(a ,b) hereof. Certain funds identified in Item 2 have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, certain of the Shares covered by
this statement.
(e) This Item 5(e) is not applicable.
| SCHEDULE 13D | ||
| Page 8 of 8 Pages | ||
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.
| | ANCHORAGE CAPITAL GROUP, L.L.C. | | | | | | | ||
| By: /s/ Kevin M. Ulrich | |||||||||
| Name: Kevin M. Ulrich | |||||||||
| Title: Chief Executive Officer | |||||||||
| | ANCHORAGE ADVISORS MANAGEMENT, L.L.C. | | | | | | |||
| By: /s/ Kevin M. Ulrich | |||||||||
| Name: Kevin M. Ulrich | |||||||||
| Title: Senior Managing Member | |||||||||
| | ANCHORAGE CAPITAL MASTER OFFSHORE, LTD. | | | | | | |||
| By: Anchorage Capital Group, L.L.C., its investment manager | |||||||||
| By: /s/ Natalie Birrell | |||||||||
| Name: Natalie Birrell | |||||||||
| Title: Chief Operating Officer | |||||||||
| KEVIN M. ULRICH | |||||||||
| /s/ Kevin M. Ulrich | |||||||||
March 8, 2019