McGraw Hill, Inc. Form 8-K Summary
Business Context and Reporting Period
McGraw Hill, Inc. filed a Form 8-K dated September 25, 2026, under Items 7.01, 8.01 and 9.01. The filing concerns a proposed refinancing by its wholly owned subsidiary, McGraw-Hill Education, Inc., and does not report quarterly or annual operating results.
Proposed Refinancing and Key Financial Terms
- McGraw-Hill Education intends, subject to market conditions, to privately offer $500 million of senior secured notes due 2033.
- The notes will be guaranteed by Mav Intermediate Holding II Corporation and certain subsidiary guarantors.
- The credit agreement is expected to be amended to provide a new $830 million first-lien senior secured term loan B facility maturing in 2033.
- The revolving credit facility is expected to mature in 2031, with available commitments increased to $150 million.
- The senior secured ABL revolving credit agreement is also expected to be amended to extend its maturity to 2031.
- Net offering proceeds and term-loan borrowings are intended to redeem the outstanding 5.750% secured notes due 2028 and refinance the existing term loan.
- The Company expects to voluntarily prepay $50 million of the existing term loan on or before September 30, 2026.
The filing does not provide revenue, profit, cash flow, margin, balance-sheet liquidity, leverage or other operating-performance metrics.
Material Changes and Unusual Items
The proposed transactions would replace or refinance existing debt, extend certain maturities to 2031 and 2033, increase revolving commitments, and add a new $830 million term loan facility. The filing does not state final interest rates, fees, transaction expenses, leverage effects or pro forma debt balances.
Redemption, Outlook and Risks
The issuer issued a conditional notice of redemption for the 2022 Senior Secured Notes. Redemption is expected on October 9, 2026, but is conditioned on completion of the notes offering and receipt of sufficient refinancing proceeds.
Completion, timing and terms of the refinancing remain subject to market conditions and other conditions. Risks include the inability to consummate the transactions on the described terms, insufficient proceeds to fund the redemption, and other risks disclosed in the Company’s Form 10-K, Form 10-Q filings and other SEC filings. The forward-looking statements speak only as of September 25, 2026, and the Company undertakes no general obligation to update them.
Investor Verification Points
- Verify whether the $500 million notes offering and related credit-facility amendments were completed.
- Verify the final pricing, covenants, collateral, guarantees, maturity dates and other terms of the new debt.
- Confirm whether the $50 million existing-term-loan prepayment occurred.
- Confirm whether the 2022 Senior Secured Notes were redeemed on or around October 9, 2026.
- Review subsequent filings for the resulting debt balance, interest expense, liquidity and leverage impact.