McGraw-Hill Global Education Notes Offering

NEW YORK, April 1, 2015 /PRNewswire/ -- McGraw-Hill Global Education Intermediate Holdings, LLC ("MHGE Intermediate Holdings") announced today that its parent company, MHGE Parent, LLC ("MHGE Parent" and, together with its subsidiaries, "McGraw-Hill Global Education") and MHGE Parent Finance, Inc. ("MHGE Parent Finance" and, together with MHGE Parent, the "Issuers"), intend to offer $100 million aggregate principal amount of 8.5% / 9.25% Senior PIK Toggle Notes due 2019 (the "Notes") in a private placement. The Notes will be additional notes issued under the same indenture, and part of the same series, as the outstanding $400 million of Senior PIK Toggle Notes due 2019 previously issued by the Issuers.

The Issuers intend to use the proceeds from this private offering to make a return of capital to the equity holders of MHGE Parent and pay certain related transaction costs and expenses.

The Notes are being offered in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and, outside the United States, to non-U.S. investors pursuant to Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.