Houghton Mifflin Co. - 01/16/03
Houghton Mifflin Company Commences Tender Offer and Consent Solicitation For 7.00% Senior Notes Due 2006
BOSTON, Mass. - January 16, 2003 - Houghton Mifflin Company commenced a tender offer for all $125 million aggregate principal amount of its 7.00% Senior Notes due 2006 (the "2006 Notes") on January 15, 2003.
In conjunction with the tender offer, consents are being solicited from noteholders to effect certain amendments to the indenture governing the 2006 Notes.
Upon the terms and subject to the conditions of the tender offer, Houghton Mifflin Company will pay the purchase price of $1,080 per $1,000 principal amount of 2006 Notes validly tendered and accepted for purchase, plus accrued and unpaid interest up to, but not including, the payment date. In addition, noteholders who provide consents to the proposed amendments will receive a consent payment of $20 per $1,000 principal amount of 2006 Notes tendered and accepted for purchase pursuant to the tender offer if they provide their consents on or prior to 5:00 P.M., New York City time, on January 23, 2003, unless such date is extended (the "Consent Payment Deadline").
The tender offer is scheduled to expire at 12:00 A.M., New York City time, on February 13, 2003, unless extended.
The tender offer is conditioned on, among other things, the following:
- receipt of valid and unrevoked consents of in respect of a majority in principal amount of the 2006 Notes as of the Consent Payment Deadline, and
- Houghton Mifflin Company's ability to draw on funds to purchase the 2006 Notes under its senior credit facility.
Requests for documents may be directed to Mellon Investor Services LLC, as information agent for the tender offer, at 44 Wall Street, 7th Floor, New York, New York 10005. Individuals may call the information agent toll free at (888) 634-6366 and banks and brokerage firms may call the information agent at (917) 320-6286. The Dealer Managers for the tender offer are Goldman, Sachs & Co. and CIBC World Markets. Questions regarding the tender offer and consent solicitation may be directed to the Dealer Managers at Goldman, Sachs & Co., Liability Management Group, 29th Floor, 85 Broad Street, New York, New York 10004, telephone number (800) 828-3182 or CIBC World Markets, Attention: Brian Perman, 5th Floor, 425 Lexington Avenue, New York, New York 10017, telephone number (212) 885-4489.
CONTACT: Miller DeMartine Group Gregory Miller 203/221-2790 (main) 917/653-7335 (mobile) gmiller@mdgpr.com.
About Houghton Mifflin Company
Boston-based Houghton Mifflin Company is one of the leading educational publishers in the United States, with over $1 billion in sales. Houghton Mifflin publishes textbooks, instructional technology, assessments and other educational materials for elementary and secondary schools and colleges. The Company also publishes an extensive line of reference works and award-winning fiction and non-fiction for adults and young readers. Additionally, Houghton Mifflin offers computer-administered testing programs and services for the professional and certification markets. With its origins dating back to 1832, Houghton Mifflin today combines its tradition of excellence with a commitment to innovation. The Company's web site can be found at www.hmco.com.
CONTACT:
Joseph P. Fargnoli
Vice President, Treasurer
Houghton Mifflin Company
617-351-3351
joseph_fargnoli@hmco.com
Collin Earnst
Vice President, Communications
Houghton Mifflin Company
617-351-5113
collin_earnst@hmco.com
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