McGraw-Hill Global Education Notes Offering

Published April 1, 2015

By Communications Team

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.

About MHGE Parent and McGraw-Hill Global Education

MHGE Parent is a holding company that has no material assets or operations other than the ownership of the equity interests of MHGE Intermediate Holdings and MHGE Parent Finance, a subsidiary formed for the purpose of facilitating the private placement of the Notes.

McGraw-Hill Global Education is a learning science company targeting the higher education (two- year and four-year college and university), professional learning and information markets globally with content, tools and services delivered via digital, print and hybrid solutions. McGraw-Hill Global Education currently distributes products with proprietary and exclusively-owned content in nearly 60 languages across 154 countries to users including post-secondary students, instructors, professionals and institutions.

Forward-Looking Statements

Statements in this news release that are not historical facts are forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or implied in any forward-looking statements. More detailed information about factors that may affect our performance may be found in our filings with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K, which can be obtained at its website at We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

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