McGraw-Hill Global Education Announces Preliminary Results of Tender Offer for 8.500% / 9.250% Senior PIK Toggle Notes due 2019

NEW YORK, Dec. 14, 2017 /PRNewswire/ -- On December 8, 2017, MHGE Parent, LLC ("MHGE Parent") and MHGE Parent Finance, Inc. (together with MHGE Parent, the "Issuers"), two wholly owned subsidiaries of McGraw-Hill Education, Inc. ("McGraw-Hill"), amended a previously announced cash tender offer (the "Tender Offer") such that it targeted up to $200,000,000 aggregate principal amount (the "Tender Cap") of the Issuers' outstanding 8.500% / 9.250% Senior PIK Toggle Notes due 2019 (the "Notes"), pursuant to the Amended and Restated Offer to Purchase dated December 8, 2017 (the "Offer to Purchase") and the related Letter of Transmittal (together, the "Offer Documents").  On December 11, 2017, the Issuers also delivered a conditional notice of redemption to the holders of the Notes with respect to the optional redemption on January 10, 2018 of an aggregate principal amount of Notes equal to the Tender Cap less the aggregate principal amount of Notes purchased by the Issuers pursuant to the Tender Offer at a price equal to 100.000% of their aggregate principal amount, plus accrued and unpaid interest to, but not including, the date of redemption (the "Redemption").

As of 5:00 p.m., New York City time, on December 14, 2017, holders of $356,454,000 aggregate principal amount of Notes (representing approximately 80.35% of the outstanding Notes) (the "Early Tendered Notes") had tendered their Notes into the Tender Offer.

The Issuers expect to accept for payment and settle $200,000,000 aggregate principal amount of the Early Tendered Notes on December 15, 2017.  The Early Tendered Notes will be accepted from holders on a pro rata basis.

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 are set forth in the Offer Documents that were sent to holders of the Notes.  The Tender Offer has been made only through, and subject to the terms and conditions set forth in, the Offer Documents and related materials.

Credit Suisse Securities (USA) LLC is acting as Dealer Manager for the Tender Offer.  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. is acting as the Information Agent for the Tender Offer.  Requests for the Offer Documents may be directed to D.F. King & Co., Inc. at (212) 269-5550 (for brokers and banks) or (800) 581-4729 (for all others).  

None of McGraw-Hill or the Issuers or any other person makes any recommendation as to whether holders of the Notes should tender their Notes, and no one has been authorized to make such a recommendation.  The Issuers make no recommendation as to whether holders of the Notes should tender their Notes into the Tender Offer or await the Redemption, and holders of the Notes should consult their own advisors with respect to such decision.  Holders of the 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

McGraw-Hill is a learning science company that delivers personalized learning experiences that help students, parents, educators, and professionals drive results. McGraw-Hill 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