SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 

Under the Securities Exchange Act of 1934

(Amendment No. 3)

 

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

 

with a copy to:

Eleazer Klein, Esq.
Adriana Schwartz, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

November 4, 2020

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

 

(Page 1 of 7 Pages)

______________________________

* 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 disclosures provided in a prior cover page.

 

The information required on 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).

 

CUSIP No. 44157R109Schedule 13D/APage 2 of 7 Pages

 

1

NAME OF REPORTING PERSON

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

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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 PERSON

19,889,174 (1)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

15.8% (2)

14

TYPE OF REPORTING PERSON

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 126,273,718 Shares outstanding, which is the sum of the 125,850,114 Shares outstanding as of November 1, 2020 as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended September 30, 2020 filed with the SEC on November 5, 2020, and the 423,604 Shares that the Reporting Person can acquire upon exercise of warrants.

 

CUSIP No. 44157R109Schedule 13D/APage 3 of 7 Pages

 

 

1

NAME OF REPORTING PERSON

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

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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 PERSON

19,889,174 (1)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

15.8% (2)

14

TYPE OF REPORTING PERSON

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 126,273,718 Shares outstanding, which is the sum of the 125,850,114 Shares outstanding as of November 1, 2020 as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended September 30, 2020 filed with the SEC on November 5, 2020, and the 423,604 Shares that the Reporting Person can acquire upon exercise of warrants.

 

 

CUSIP No. 44157R109Schedule 13D/APage 4 of 7 Pages

 

 

1

NAME OF REPORTING PERSON

KEVIN M. ULRICH

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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 PERSON

19,889,174 (1)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

15.8% (2)

14

TYPE OF REPORTING PERSON

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 126,273,718 Shares outstanding, which is the sum of the 125,850,114 Shares outstanding as of November 1, 2020 as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended September 30, 2020 filed with the SEC on November 5, 2020, and the 423,604 Shares that the Reporting Person can acquire upon exercise of warrants.

 

CUSIP No. 44157R109Schedule 13D/APage 5 of 7 Pages

 

 

1

NAME OF REPORTING PERSON

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

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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

19,889,174 (1)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

19,889,174 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

19,889,174 (1)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

15.8% (2)

14

TYPE OF REPORTING PERSON

OO

         

 

(1) This amount includes 423,604 Shares that the Reporting Person can acquire upon exercise of 211,802 warrants.

 

(2) Calculation is based upon 126,273,718 Shares outstanding, which is the sum of the 125,850,114 Shares outstanding as of November 1, 2020 as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended September 30, 2020 filed with the SEC on November 5, 2020, and the 423,604 Shares that the Reporting Person can acquire upon exercise of warrants.

 

CUSIP No. 44157R109Schedule 13D/APage 6 of 7 Pages

 

The following constitutes Amendment No. 3 to the Schedule 13D (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

 

 

Item 4. PURPOSE OF TRANSACTION
 
Item 4 is hereby amended and supplemented as follows:
 

On November 4, 2020, Anchorage and the Issuer entered into an amendment (the “Amendment”) of the Nomination Agreement (the “Agreement”) previously described in Amendment No. 1 to this Schedule 13D. The Amendment confirms that the “Restricted Period” under the Nomination Agreement expires on November 5, 2020. Accordingly, pursuant to its terms, the Agreement will cease to be in effect at the end of the day on November 5, 2020 and Anchorage, will no longer be subject to the restrictions contained in the Agreement that applied during the Restricted Period.

 

Pursuant to Anchorage’s rights under the Investor Rights Agreement dated June 22, 2012 to which it is a party with the Issuer and the other stockholders named therein, Anchorage has requested that the Issuer register its Shares for resale.

 

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
 
Item 6 is hereby amended and supplemented as follows:
 
The information set forth in Item 4 above is incorporated by reference in its entirety into this Item 6.

 

 

 

 

CUSIP No. 44157R109Schedule 13D/APage 7 of 7 Pages

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: November 5, 2020

 

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