UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 23, 2016

McGraw-Hill Global Education Intermediate Holdings, LLC

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)




333-193697-01		80-0899362
(Commission File Number)		(IRS Employer Identification No.)




2 Penn Plaza New York, NY		10121
(Address of Principal Executive Offices)		(Zip Code)

(646) 766-2626

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


□	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


□	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


□	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


□	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 7.01	Regulation FD Disclosure

On March 23, 2016, McGraw-Hill Global Education Holdings, LLC, a direct subsidiary of McGraw-Hill Global Education Intermediate Holdings, LLC, issued a press release announcing its intent to use free cash flow generated from operations to prepay $72.5 million of its term loans due 2019 on April 1, 2016. The press release related to the prepayment is attached as Exhibit 99.1 and is incorporated herein by reference.

The information set forth in this Item 7.01 and in the attached Exhibit 99.1 are deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.


Item 9.01	Financial Statements and Exhibits.

(d) - Exhibits

The following exhibits are being furnished with this Current Report on Form 8-K.


Exhibit No.	Description


99.1	Press release dated March 23, 2016

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.




	McGraw-Hill Global Education Intermediate Holdings, LLC
	By:	/s/ David Stafford
		Name: David Stafford
		Title: Senior Vice President and General Counsel

Dated: March 23, 2016

EXHIBIT INDEX


Exhibit No.	Description


99.1	Press release dated March 23, 2016

McGraw-Hill Global Education Intermediate Holdings, LLC 8-K