NEW YORK — Educational publisher McGraw Hill, Inc. announced on September 25, 2026, a comprehensive balance sheet refinancing anchored by a proposed $500 million private notes offering and an $830 million senior secured term loan facility. The transactions are designed to extend the company’s nearest debt maturities out to 2031 and 2033 while retiring its existing 2028 secured notes.
According to an Exhibit 99.1 press release furnished with the U.S. Securities and Exchange Commission, McGraw Hill announced that its wholly-owned subsidiary, McGraw-Hill Education, Inc., intends, subject to market conditions, to offer $500 million in aggregate principal amount of senior secured notes due 2033
in a private placement to qualified institutional buyers under Rule 144A and Regulation S. In tandem with the offering, the issuer plans to establish a new $830 million first lien senior secured Term Loan B facility maturing in 2033.
Capital Structure and Refinancing Architecture
The refinancing addresses the company’s intermediate maturity wall. The issuer plans to use the net proceeds from the $500 million notes offering alongside borrowings under the new $830 million term loan facility to redeem in full the Issuer’s outstanding 5.750% Secured Notes due 2028 and (ii) refinance the Existing Term Loan.
McGraw Hill issued a conditional notice of redemption on September 25, 2026, for the 5.750% secured notes, establishing an expected redemption date of October 9, 2026. The redemption remains expressly conditioned upon closing the notes offering and securing sufficient proceeds from the refinancing transactions. In a separate disclosure within its Current Report on Form 8-K, the company stated: In addition, the Company expects to voluntarily prepay $50 million under the Existing Term Loan on or prior to September 30, 2026.
| Debt Facility / Notes | June 30, 2026 Balance | Prior Maturity | Proposed Transaction Action | New Maturity |
|---|---|---|---|---|
| Senior Secured Notes due 2033 (New) | — | — | Proposed private offering ($500M target) | 2033 |
| A&E Term Loan B Facility (New) | — | — | New first lien facility ($830M target) | 2033 |
| 5.750% Secured Notes due 2028 | $828,466,000 | August 2028 | Conditional full redemption on Oct 9, 2026 | Retired |
| Existing A&E Term Loan Facility | $551,547,000 | August 2031 | $50M voluntary prepayment; remainder refinanced | Replaced |
| Cash Flow Revolving Facility | $0 drawn ($150M cap) | 2026 / 2029 | Commitments unified to $150M; maturity extended | 2031 |
| ABL Revolving Credit Facility | $0 drawn ($300M cap) | August 2029 | Maturity extended via amendment | 2031 |
Balance Sheet Baseline and Debt Obligations
To contextualize the transaction, McGraw Hill reported total debt outstanding of $2,629,047,000 as of June 30, 2026, in its Quarterly Report on Form 10-Q. That carrying stack consisted of $551,547,000 under the existing term loan, $828,466,000 of 5.750% secured notes due 2028, $599,034,000 of 2022 unsecured notes due August 2029, and $650,000,000 of 2024 secured notes due September 2031. As disclosed in Note 8 to the financial statements, As of June 30, 2026, the interest rate for the A&E Term Loan Facility was 6.394% per annum.
The company also held $193,637,000 in cash and cash equivalents at the end of the first fiscal quarter. Because the proposed refinancing targets $1.33 billion in combined gross proceeds across the notes ($500 million) and Term Loan B ($830 million), the transaction provides sufficient gross capital to absorb both the $828.47 million note redemption and the remaining balance of the existing term loan after the planned $50 million voluntary prepayment.
Liquidity and Syndication Next Steps
Beyond term debt, the transaction restructures McGraw Hill’s revolving liquidity lines. The cash flow revolving credit facility will see its commitments increased to $150 million with a maturity extension to 2031, eliminating an earlier split maturity where $38.75 million had been scheduled to mature in July 2026. Concurrently, the company’s $300 million asset-based lending (ABL) facility will have its maturity pushed from August 2029 to 2031.
Corporate debt issuers frequently leverage private institutional placements under Rule 144A to optimize maturity profiles, similar to recent debt actions across the market such as TTM Technologies’ $500M senior notes offering. Understanding pricing mechanics and coupon accruals is vital for debt investors, as detailed in our guide on clean price versus dirty price in bond markets, alongside broader regulatory issuance structures covered in shelf registration and takedowns.
Because the transaction has been commenced rather than closed, the final pricing, coupon, and original issue discount on the notes and Term Loan B remain subject to market conditions during syndication. Market participants will watch for final pricing terms and the subsequent execution of the planned October 9 redemption.
Sources
- U.S. Securities and Exchange Commission: McGraw Hill, Inc. Form 8-K Exhibit 99.1 Press Release (September 25, 2026)
- U.S. Securities and Exchange Commission: McGraw Hill, Inc. Current Report on Form 8-K (September 25, 2026)
- U.S. Securities and Exchange Commission: McGraw Hill, Inc. Quarterly Report on Form 10-Q (June 30, 2026)
Disclosure: This article is for informational purposes only and is not investment advice.