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): April 2529, 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 April 2518, 2016, McGraw-Hill Global Education ~~Intermediate~~ Holdings, LLC (~~the~~ “~~Registrant~~MHGE”) ~~issued~~and aMcGraw-Hill ~~press~~Global ~~release~~Education ~~announcing~~Finance, ~~the~~Inc. ~~intent~~(together ofwith ~~two~~MHGE, ofthe ~~its~~“Issuers”), two wholly owned subsidiaries, of McGraw-Hill Global Education Intermediate Holdings, LLC (the “Registrant”), commenced a cash tender offer (the “Tender Offer”) and ~~McGraw-Hill~~a ~~Global~~consent ~~Education~~solicitation ~~Finance,~~(the ~~Inc.,~~“Consent Solicitation”) with respect to ~~offer,~~all ~~through~~of athe ~~private~~Issuers’ ~~placement,~~outstanding $~~670~~800,000,000 ~~million~~ aggregate principal amount of 9.75% First-Priority Senior Secured Notes due ~~2024~~2021 (the “Notes”), ~~subject~~pursuant to ~~market~~the Offer to Purchase and ~~other~~Consent ~~conditions. The~~Solicitation ~~press~~Statement ~~release~~dated ~~related~~April 18, to2016 (the ~~Notes~~“Offer isto ~~attached~~Purchase”) asand ~~Exhibit~~the ~~99.1~~related Consent and isLetter ~~incorporated~~of ~~herein~~Transmittal by(together, ~~reference~~the “Offer Documents”).

~~The~~As ~~Registrant~~of is5:00 ~~also~~p.m., ~~disclosing~~New ~~under~~York ~~Item~~City 7time, on April 29, 2016, holders of $522,269,000 aggregate principal amount of Notes (representing approximately 65.0128% of ~~this~~the ~~Current~~outstanding ~~Report~~Notes) on(the ~~Form~~“Early ~~8-K~~Tendered Notes”) had tendered their Notes into the ~~information~~Tender ~~attached~~Offer and given their consents to ~~this~~the ~~report~~“Proposed Amendments” (as ~~Exhibit~~defined ~~99.2,~~in ~~which~~the ~~information~~Offer isto ~~incorporated~~Purchase) byin ~~reference~~the ~~herein~~Consent Solicitation. As ~~This~~a ~~information~~result, ~~portions~~the Requisite Consents (as defined in the Offer to Purchase) for the elimination of ~~which~~substantially ~~have~~all ~~not~~of ~~been~~the ~~previously~~restrictive ~~reported,~~covenants is(and ~~contained~~certain events of default) in ~~materials~~the ~~prepared~~indenture ~~for~~governing athe ~~presentation~~Notes have been received. The Issuers expect to ~~investors~~enter into the Supplemental Indenture (as defined in the Offer to Purchase) relating to ~~the~~such ~~offering~~amendments promptly.

The ~~information~~Issuers ~~set~~expect ~~forth in this Item 7.01 and in the attached Exhibit 99.1 and Exhibit 99.2 are deemed~~ to beaccept ~~“furnished” and shall not be deemed to be “filed”~~ for ~~purposes~~payment ~~of Section 18 of the Securities~~ and ~~Exchange~~settle ~~Act of 1934, as amended, or otherwise subject to~~ the ~~liabilities~~Early ofTendered ~~that~~Notes ~~section. The filing of this Item 7.01 of this Current Report~~ on ~~Form~~May 4, ~~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~~2016.

A copy of the press release is attached hereto 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 April 2529, 2016

99.2 Investor presentation materials

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: April 2529, 2016

EXHIBIT INDEX


Exhibit No.	Description

99.1 Press release dated April 2529, 2016

99.2 Investor presentation materials

Filing Compare · McGraw-Hill Global Education Intermediate Holdings, LLC