Houghton Mifflin Harcourt launches IPO of 18,250,000 shares of its common stock expected to be priced between US$14-US$16 per share

BOSTON , November 1, 2013 (press release) – Houghton Mifflin Harcourt Company (“HMH” or the “Company”) today announced the launch of its initial public offering of 18,250,000 shares of its common stock. The initial public offering price is currently expected to be between $14.00 and $16.00 per share. The shares are being offered solely by the Company’s existing stockholders and the Company will not receive any of the proceeds of the offering. The offering is being made pursuant to a registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “SEC”). Certain selling stockholders expect to grant the underwriters an option to purchase up to an additional 2,737,500 shares of common stock to cover over-allotments, if any. The Company has applied to list its common stock on the Nasdaq Global Select Market under the symbol “HMHC.”

Goldman, Sachs & Co. and Morgan Stanley & Co. LLC are acting as joint book-running managers and the representatives of the underwriters, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC are acting as book-runners, and Blackstone Advisory Partners L.P., BMO Capital Markets Corp., Piper Jaffray & Co., Stifel, Nicolaus & Company, Incorporated, CastleOak Securities, L.P. and Samuel A. Ramirez & Company, Inc. are acting as co-managers for the offering. The offering will be made only by means of a prospectus. Copies of the preliminary prospectus related to the offering may be obtained, when available, from both:

Goldman, Sachs & Co.
Attention: Prospectus Department
200 West Street
New York, NY 10282
Telephone: 1-866-471-2526
Facsimile: 1-212-902-9316
Email: prospectus-ny@ny.email.gs.com

Morgan Stanley & Co. LLC
Attention: Prospectus Department
180 Varick Street, 2nd Floor
New York, NY 10014
Telephone: 1-866-718-1649
Email: prospectus@morganstanley.com

A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time that the registration statement becomes effective. A copy of the registration statement can be accessed through the SEC’s website. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Houghton Mifflin Harcourt Company

Houghton Mifflin Harcourt Company is a leading global provider of education solutions, delivering content, technology, services and media to over 50 million students in over 150 countries worldwide. The Company delivers its offerings to both educational institutions and consumers around the world. In the United States, it is the leading provider of kindergarten through twelfth grade, or K-12, educational content by market share. Since 1832, it has published trade and reference materials, including adult and children’s fiction and non-fiction books that have won industry awards such as the Pulitzer Prize, Newbery and Caldecott medals and National Book Award.

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