McGraw-Hill Education Announces Amendments to Tender Offer for 8.500% / 9.250% Senior PIK Toggle Notes due 2019 and Termination of Related Consent Solicitation

NEW YORK, Dec. 8, 2017 /PRNewswire/ -- McGraw-Hill Education, Inc. ("McGraw-Hill") announced today that two of its wholly owned subsidiaries, MHGE Parent, LLC ("MHGE Parent") and MHGE Parent Finance, Inc. (together with MHGE Parent, the "Issuers"), have amended and restated their previously announced cash tender offer to purchase any and all of their outstanding 8.500% / 9.250% Senior PIK Toggle Notes due 2019 (the "Notes") to, among other things, (i) decrease the aggregate principal amount of Notes the Issuers are offering to repurchase to up to $200,000,000 and (ii) extend the previously announced Early Tender Time.  In connection with the amendment and restatement of the tender offer, the Issuers have terminated the solicitation of consents from holders of the Notes to certain amendments to the indenture governing the Notes.  

The Notes and other information relative to the Issuers' tender offer are set forth in the table below.

__________________

Each holder who validly tenders its Notes prior to 5:00 p.m., New York City time, on December 14, 2017, unless such time is extended by the Issuers (the "Early Tender Time"), will receive, if such Notes are accepted for purchase pursuant to the tender offer, the total consideration of $1,002.75 per $1,000 principal amount of the Notes tendered, which includes $972.75 as the tender offer consideration and $30.00 as an early tender payment.  In addition, accrued interest up to, but not including, the applicable settlement date of the Notes will be paid in cash on all validly tendered and accepted Notes. Notes previously tendered pursuant to the tender offer will constitute tenders of Notes pursuant to the tender offer, as amended, unless such notes are withdrawn as provided in the Amended and Restated Offer to Purchase.

The tender offer is scheduled to expire at midnight, New York City time, at the end of December 27, 2017, unless extended or earlier terminated (the "Expiration Date").  Holders who validly tender their Notes after the Early Tender Time but on or prior to the Expiration Date will receive the tender offer consideration of $972.75 per $1,000 principal amount of the Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the settlement date, but will not receive the early tender payment.

If the purchase of all validly tendered Notes would cause the Issuers to purchase a principal amount greater than the Tender Cap set forth above, then the tender offer will be oversubscribed and the Issuers, if they accept Notes in the tender offer, will accept for purchase tendered Notes on a prorated basis as described in the Offer Documents (as defined below).

Tendered Notes may be withdrawn at any time prior to 5:00 pm, New York City time, on December 14, 2017, but not thereafter, except to the extent that the Issuers are required by law to provide additional withdrawal rights (such time, as the same may be extended, the "Withdrawal Deadline").  Subject to the terms and conditions described below, payment of the total consideration or tender offer consideration, as applicable, is expected to occur promptly after the Early Tender Time but prior to the Expiration Date or promptly after the Expiration Date, as applicable.  The Issuers expect that such payment of the total consideration will be made on or about December 15, 2017, unless extended by the Issuers in their sole discretion.  The Issuers expect that the payment of the tender offer consideration with respect to Notes tendered after the Early Tender Time will be made on or about December 28, 2017, unless extended by the Issuers in their sole discretion.  In addition, at any time after the Early Tender Time but prior to the Expiration Date, and subject to the terms and conditions described below, the Issuers may accept for purchase Notes validly tendered on or prior to such time and purchase such Notes for the tender offer consideration or total consideration, as applicable, promptly thereafter.  

The tender offer is conditioned upon, among other things, MHGE Parent and/or one or more of its affiliates having completed one or more debt financings on terms and conditions satisfactory to the Issuers yielding sufficient net cash proceeds, when taken together with cash on hand, to pay the total consideration for Notes in an aggregate principal amount equal to the Tender Cap (regardless of the timing or amount of Notes tendered) (the "Financing Condition").  For more information regarding the transactions described above, please refer to the Offer Documents (as defined below).

If any of the conditions are not satisfied, the Issuers may terminate the tender offer and return tendered Notes.  The Issuers have the right to waive any of the foregoing conditions with respect to the Notes and to consummate the tender offer.  In addition, the Issuers have the right, in their sole discretion, to terminate the tender offer at any time, subject to applicable law.  The Issuers are withdrawing the conditional notice of redemption delivered on November 29, 2017 and expect to deliver a new conditional notice of redemption on December 11, 2017, with a redemption date of January 10, 2018, for an aggregate principal amount of Notes equal to the Tender Cap less the aggregate principal amount of Notes purchased by the Issuers under the tender offer.  The redemption will be conditioned upon the consummation of the Financing Condition described above.  It is the Issuers' current intention to redeem any Notes up to the Tender Cap that are not tendered pursuant to the tender offer assuming the Financing Condition is satisfied.

This announcement shall not constitute an offer to purchase or a solicitation of an offer to sell any securities.  The complete terms and conditions of the tender offer for the Notes are set forth in an Amended and Restated Offer to Purchase dated December 8, 2017 and the related Amended and Restated Letter of Transmittal (together, the "Offer Documents") that are being sent to holders of the Notes.  The Issuers' tender offer is being made only through, and subject to the terms and conditions set forth in, the Offer Documents and related materials.

Credit Suisse Securities (USA) LLC will act as Dealer Manager for the tender offer for the Notes.  Questions regarding the Issuers' tender offer may be directed to Credit Suisse Securities (USA) LLC at (212) 538-2147 or toll free at (800) 820-1653. 

D.F. King & Co., Inc. will act as the Information Agent for the Issuers' tender offer.  Requests for the Offer Documents may be directed to D.F. King & Co., Inc. at (212) 269-5552 (for brokers and banks) or (866) 745-0270 (for all others).  

None of McGraw-Hill, the Issuers, the Dealer Manager, the Information Agent or any affiliate or any other person makes any recommendation as to whether holders of Notes should tender their Notes, and no one has been authorized to make such a recommendation.  Holders of Notes must make their own decisions as to whether to tender their Notes, and if they decide to do so, the principal amount of the Notes to tender.  Holders of the Notes should read carefully the Offer Documents and related materials before any decision is made.  

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.

Cautionary Statement on 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

SOURCE McGraw-Hill Education