Market Overview

Alpine Investors Has Entered Into an Agreement to Acquire the Riverside Clinical and Standardized Testing Portfolio of Houghton Mifflin Harcourt (NASDAQ: HMHC) (HMH)

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Alpine Investors VI and VI-A, LP and its affiliates (together "Alpine")
has entered into an agreement to acquire the Riverside clinical and
standardized testing portfolio of Houghton Mifflin Harcourt in a
corporate carve-out for a purchase price of $140 million. The Riverside
clinical and standardized testing portfolio includes, among others, the
well-regarded brands Cognitive Abilities Test ("CogAT"), Iowa
Assessments
, Woodcock Johnson, and Battelle Developmental
Inventory ("BDI")
.

This press release features multimedia. View the full release here:
https://www.businesswire.com/news/home/20180912005995/en/

Alpine has named Rajib Roy as the CEO of Riverside. Roy brings with him
nearly thirty years of experience in post M&A integration, business
transformation and sustained growth in multiple industries. Roy has
served as CEO and President in multiple privately held and public
companies in his past. In this role, Roy will report directly to the
Board.

"We are very excited about the prospect of growth in the assessment and
clinical markets and find Riverside to be very well positioned to
capture that growth through investments in technology, analytics and
human talent," said Roy. "We further find Alpine to be the perfect
partner in that journey with its commitment to continue to invest in
this market and its industry-leading focus on investing in people first."

Providing a smooth transition and continuity of services for HMH and
Riverside customers will be a priority for both teams.

"HMH is confident that the Riverside portfolio will excel with Alpine
Investors; our teams share a commitment to the success of the students
and educators we serve," said Andrew Matorin, SVP, Corporate
Development, HMH. "Riverside, Alpine and HMH will work closely together
throughout the transition process so that customers continue to receive
the high-quality services that they know and trust."

"The Riverside team has done an exceptional job creating real brand
equity and trust behind its products. Alpine is excited to help drive
growth for these brands and products via digital transformation," said
Dan Sanner, Partner at Alpine Investors.

The Riverside clinical and standardized testing portfolio contributed
approximately $81 million in billings to HMH in 2017.

Lazard Middle Market served as exclusive financial advisor to HMH and
WilmerHale acted as HMH's legal counsel.

About Riverside

Riverside is a leading provider of classroom and clinical assessments.
It has over 80 years of foundational and industry leading research, and
18,000 customers nationwide. Riverside is comprised of several iconic,
leading brands that are trusted by educators, administrators,
psychologists, researchers, and hospitals.

CogAT is the leading K-12 assessment in measuring students'
verbal, quantitative, and nonverbal reasoning abilities. This assessment
is used most commonly for placement into gifted programs for students.
Iowa Assessments has been a leading research-based assessment tool for
measuring student achievement for over 80 years. Thousands of
psychologists and clinicians throughout the country trust Riverside's Woodcock
Johnson
and Battelle Developmental Inventory ("BDI")
assessments to diagnose developmental delays and cognitive impairments.

About Alpine Investors

Alpine Investors is a software and services focused private equity firm
that specializes in majority buy-outs of founder owned businesses and
corporate carve-outs. Alpine differentiates itself through its
PeopleFirst strategy, which is founded on the belief that the key to
building enduring companies is working with, learning from and
developing exceptional people. Alpine offers a unique CEO-in-Residence
(CIR) program where Alpine partners with CEOs first and places them into
companies as part of the transaction. This provides a unique solution
for founders and companies that desire additional management support
post-transaction. Through its CIR program, Alpine has deployed more than
20 CEOs into companies since 2013. Alpine is based in San Francisco, CA
and has over $1.3 billion of assets under management. For more
information, visit www.alpine-investors.com.

Forward-Looking Statements

This news release may contain certain statements that are not historical
facts, including information regarding the intentions, beliefs or
current expectations of the parties concerning, among other things, the
transaction discussed herein, the results of operations, financial
condition, liquidity, prospects, growth, strategies, the industry in
which the companies operate and potential business decisions. Those
statements constitute "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Forward-looking
statements involve known and unknown risks, uncertainties and other
factors that could cause actual results to differ materially from the
results expressed in or implied by the forward-looking statements,
including, but not limited to, changes in state and local education
funding and/or related programs, legislation and procurement processes;
adverse or worsening economic trends or the continuation of current
economic conditions; changes in consumer demand for, and acceptance of,
our products; industry cycles and trends; conditions and/or changes in
the publishing industry; and other factors. We undertake no obligation,
and do not expect, to publicly update or publicly revise any
forward-looking statement, whether as a result of new information,
future events or otherwise.

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