McGraw-Hill takes in tenders for 65.28% of 9¾% notes due 2021

New York, April 29 – McGraw-Hill Global Education Intermediate Holdings, LLC said that it received tenders for $522,269,000, or 65.28%, of the $800 million outstanding 9¾% first-priority senior secured notes due 2021 issued by wholly owned subsidiaries, McGraw-Hill Global Education Holdings, LLC and McGraw-Hill Global Education Finance, Inc. by the early tender deadline.

The response is sufficient to allow for the note indenture to be amended and the issuers expect to enter into a supplemental indenture “promptly,” according to a news release.

Settlement of early tenders is planned for May 4.

McGraw-Hill Global Education announced the tender offer for any and all of the 9¾% notes on April 18.

The issuers also said they were soliciting consents from noteholders to amend the indenture governing the notes. The amendments would, among other things, eliminate substantially all of the restrictive covenants and release the collateral securing the notes.

Holders who tendered their notes and delivered their consents by 5 p.m. ET on April 29, the early tender time, will be eligible to receive the total consideration of $1,076 per $1,000 principal amount. The total consideration includes a $30 consent payment.

Holders tendering after the early tender time will be eligible to receive the tender offer consideration of $1,046 per $1,000 principal amount, or the total consideration less the consent payment.

The companies said they will also pay accrued interest.

The tender offer is set to expire at midnight ET on May 13.

Tenders may be withdrawn at any time prior to 5 p.m. ET on April 29.

The tender offer and consent solicitation are subject to a financing condition. The offer is being made in conjunction with a number of other transactions, including a new credit facility.

The issuers said they intend to redeem any notes that are not tendered. The redemption date will be May 18 and the redemption price will be 107.313% of par plus accrued interest up to but excluding the redemption date.

Credit Suisse Securities (USA) LLC (212 538-2147 or 800 820-1653) is the dealer manager and solicitation agent. D.F. King & Co. (212 269-5550 for brokers and banks or 800 581-4729 for all others) is the information agent.

McGraw-Hill is a New York-based provider of education materials.

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