McGraw Hill, Inc. Announces $500M 2033 Note Offering and Refinancing

What Happened
McGraw Hill, Inc. filed an 8-K on September 25, 2026 announcing that its subsidiary, McGraw‑Hill Education, Inc. (the Issuer), intends—subject to market conditions—to offer $500 million aggregate principal of senior secured notes due 2033 in a private offering. The Notes will be guaranteed by the Issuer’s parent, Mav Intermediate Holding II Corporation, and certain subsidiaries. The Issuer also plans amendments to its credit agreements to (i) extend and increase its revolver, (ii) refinance the existing term loan with a new first‑lien Term Loan B due 2033, and (iii) extend its ABL facility maturities as part of the overall Refinancing Transactions.

Key Details

• Offering: $500 million senior secured notes due 2033 (private offering).
• New term loan: Proposed A&E Term Loan Facility — first‑lien Term Loan B due 2033 with aggregate principal of $830 million to replace the Existing Term Loan.
• Revolving credit / ABL: Revolving credit facility maturity extended to 2031 and revolver capacity increased to $150 million; ABL revolver maturity also expected to extend to 2031.
• Use of proceeds / timing: Net proceeds from the Offering plus borrowings under the A&E Term Loan Facility intended to (i) redeem in full the Issuer’s 5.750% Secured Notes due 2028 (the “2022 Senior Secured Notes”) and (ii) refinance the Existing Term Loan. The company expects to voluntarily prepay $50 million under the Existing Term Loan on or before Sept 30, 2026 and expects to redeem the 2022 Senior Secured Notes on Oct 9, 2026, conditioned on closing of the Offering and receipt of sufficient proceeds.

Why It Matters
This filing outlines a material refinancing for McGraw‑Hill Education that would extend debt maturities (to 2031/2033), change its debt mix (new Term Loan B and 2033 notes), and raise liquidity via an increased revolver. For investors, the actions could affect the company’s interest cost, debt schedule and near‑term cash requirements. The planned redemption of the 2028 secured notes and the prepayment activity indicate a reshaping of the company’s capital structure, but all transactions are subject to market conditions and customary closing risks. The 8-K also includes forward‑looking caution that the transactions may not occur as described.