McGraw-Hill Education Announces Notes Offering

December 06, 2017

NEW YORK, December 6, 2017 - McGraw-Hill Education, Inc. (“McGraw-Hill”) announced today that its wholly owned subsidiaries, MHGE Parent, LLC (the “Issuer”) and MHGE Parent Finance, Inc. (together with the Issuer, the “Issuers”) intend to offer $250 million aggregate principal amount of Senior PIK Toggle Notes due 2022 (the “Notes”) in a private placement.

The Issuers intend to use the proceeds from this private offering together with cash on hand and a distribution from its wholly owned subsidiary, McGraw-Hill Global Education Holdings, LLC (“MHGE”), of a portion of the proceeds of an incremental $150 million term loan under MHGE’s existing credit facility, to refinance the Issuers’ Senior PIK Toggle Notes due 2019 and to pay related fees and expenses.

The Notes are being offered in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and, outside the United States, to non-U.S. investors pursuant to Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

About McGraw-Hill Education
McGraw-Hill Education is a learning science company that delivers personalized learning experiences that help students, parents, educators and professionals drive results. McGraw-Hill Education has offices across North America, India, China, Europe, the Middle East and South America, and makes its learning solutions available in more than 60 languages.

Forward-Looking Statements
Information in this release may involve outlook, expectations, beliefs, plans, intentions, strategies or other statements regarding the future, which are forward-looking statements. These forward-looking statements involve risks and uncertainties. All forward-looking statements included in this release are based upon information available to us as of the date of the release, and we assume no obligation to update any such forward-looking statements. The statements in this release are not guarantees of future performance, and actual results could differ materially from current expectations. Numerous factors could cause or contribute to such differences. Please refer to “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in McGraw-Hill’s annual report for the fiscal year ended December 31, 2016 for a further discussion of the factors and risks associated with the business.

Contacts

Investors:
David Kraut
Senior Vice President, Investor Relations & Treasurer
McGraw-Hill Education
(646) 766-2060
david.kraut@mheducation.com

Media:
Catherine Mathis
Senior Vice President, Communications
McGraw-Hill Education
(646) 766-2468
catherine.mathis@mheducation.com