McGraw Hill, Inc. announced on September 25, 2026, that its wholly-owned subsidiary, McGraw-Hill Education, Inc., intends to offer $500 million in aggregate principal amount of senior secured notes due 2033. The offering is a private placement that will be subject to market conditions.
The notes will be guaranteed by the Issuer’s parent, Mav Intermediate Holding II Corporation, and certain of the Issuer’s direct and indirect subsidiaries. The notes are being offered to qualified institutional buyers pursuant to Rule 144A and to certain non-U.S. persons outside the United States in accordance with Regulation S.
In connection with the offering, the Company intends to enter into an amendment to its senior secured cash flow credit agreement. This amendment aims to extend the maturity of the revolving credit facility to 2031 and increase the aggregate principal amount of available commitments under the facility to $150 million. The Company also plans to refinance the existing term loan facility with a new first lien senior secured term loan B facility with a maturity of 2033 and an aggregate principal amount of $830 million.
Separately, the Company intends to enter into an amendment to its senior secured ABL revolving credit agreement to extend its maturity to 2031.
The Company intends to use the net proceeds from the notes offering, together with borrowings under the new term loan facility, to redeem in full the outstanding 5.750% Secured Notes due 2028 and to refinance the existing term loan. The Company also expects to voluntarily prepay $50 million under the existing term loan on or prior to September 30, 2026.
Additionally, the Company issued a conditional notice of redemption to holders of the 2022 Senior Secured Notes. The redemption is expected to occur on October 9, 2026, conditioned upon the closing of the offering and the receipt of sufficient proceeds from the refinancing transactions.
