McGraw Hill, Inc.: completes $400,000,000 notes offering

What happened

• The filing says McGraw-Hill Education, Inc., a wholly-owned subsidiary of McGraw Hill, Inc., completed a private offering of $400,000,000 aggregate principal amount of 8.000% senior secured notes due 2033 on Oct 9, 2026. The notes are governed by an indenture dated Oct 9, 2026, and are guaranteed by Mav Intermediate Holding II Corporation (the parent guarantor) and certain subsidiaries.
• The filing says the proceeds of the offering, together with borrowings under the A&E Term Loan Facility, were used to redeem in full the Issuer’s outstanding 5.750% secured notes due 2028 on Oct 9, 2026 and to refinance the existing term loan facility.

Key details

• Interest rate: 8.000% per annum, payable semi-annually on Jan 15 and Jul 15, beginning Jul 15, 2027.
• Redemption features: redeemable prior to Oct 15, 2029 at 100% plus make-whole premium; up to 40% may be redeemed using certain equity offering proceeds; up to 10% may be redeemed each year prior to Oct 15, 2029 at 103%; from Oct 15, 2029 redeemable at specified prices in the indenture.
• Credit amendments: the Issuer entered into Amendment and Restatement Agreement No. 1 to establish an A&E Cash Flow Credit Agreement providing a $150,000,000 revolving credit facility maturing Oct 9, 2031 and a $930,000,000 term loan facility maturing Oct 7, 2033 (A&E Term Loan Facility), repayable in quarterly installments of $2,325,000. Interest on these facilities is SOFR plus 2.75% or base rate plus 1.75% (issuer’s option).
• ABL amendment: Amendment No. 4 to the ABL revolving credit agreement extended the ABL facility maturity to Oct 9, 2031 and maintains first-priority liens on ABL collateral and second-priority interests in cash-flow collateral.
• The filing attaches a press release as Exhibit 99.1 and states the Issuer redeemed the 5.750% secured notes due 2028 in full on Oct 9, 2026.

Why it may matter

• Reported items include Item 1.01 (entry into a material definitive agreement covering the notes and credit amendments), Item 2.03 (creation of a direct financial obligation), Item 7.01 (Regulation FD disclosure via press release), and Item 8.01 (other events: redemption of the 2028 secured notes).
• The filing describes the terms of the new notes, the related indenture covenants and events of default, and the amended credit facilities and security interests.
• The filing does not show why the company acted.