Shearman & Sterling represented Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., BofA Securities, Inc. and Wells Fargo Securities, LLC, as joint-lead and bookrunning managers, and Citizens Capital markets, Inc., as co-manager, in connection with an offering by Houghton Mifflin Harcourt Publishers Inc., Houghton Mifflin Harcourt Publishing Company and HMH Publishers LLC (collectively, the co-issuers) of $306 million aggregate principal amount of the Co-Issuers’ 9.000 percent senior secured notes due 2025 pursuant to Rule 144A and Regulation S. The notes are fully and unconditionally guaranteed by the Co-Issuers’ ultimate parent company, Houghton Mifflin Harcourt Company (HMH), and certain other of HMH’s subsidiaries.

This offering was part of refinancing transactions undertaken by HMH, which included the establishment of a new senior secured term loan facility and a new senior secured asset-backed revolving credit facility. The net proceeds from this offering, together with proceeds from term loan borrowings under the new term loan facilities, were used to repay HMH's borrowings under its existing senior secured credit facilities.

Houghton Mifflin Harcourt Company (Nasdaq: HMHC) is a learning company committed to delivering integrated solutions that engage learners, empower educators and improve student outcomes. As a leading provider of K–12 core curriculum, supplemental and intervention solutions and professional learning services, HMH partners with educators and school districts to uncover solutions that unlock students’ potential and extend teachers’ capabilities. HMH serves more than 50 million students and three million educators in 150 countries, while its award-winning children’s books, novels, non-fiction, and reference titles are enjoyed by readers throughout the world.

The Team