NEW YORK, Dec. 14, 2017 /PRNewswire/ -- On December 8, 2017, MHGE Parent, LLC ("MHGE Parent") and MHGE Parent Finance, Inc. (together with MHGE Parent, the "Issuers"), two wholly owned subsidiaries of McGraw-Hill Education, Inc. ("McGraw-Hill"), amended a previously announced cash tender offer (the "Tender Offer") such that it targeted up to $200,000,000 aggregate principal amount (the "Tender Cap") of the Issuers' outstanding 8.500% / 9.250% Senior PIK Toggle Notes due 2019 (the "Notes"), pursuant to the Amended and Restated Offer to Purchase dated December 8, 2017 (the "Offer to Purchase") and the related Letter of Transmittal (together, the "Offer Documents"). On December 11, 2017, the Issuers also delivered a conditional notice of redemption to the holders of the Notes with respect to the optional redemption on January 10, 2018 of an aggregate principal amount of Notes equal to the Tender Cap less the aggregate principal amount of Notes purchased by the Issuers pursuant to the Tender Offer at a price equal to 100.000% of their aggregate principal amount, plus accrued and unpaid interest to, but not including, the date of redemption (the "Redemption").
As of 5:00 p.m., New York City time, on December 14, 2017, holders of $356,454,000 aggregate principal amount of Notes (representing approximately 80.35% of the outstanding Notes) (the "Early Tendered Notes") had tendered their Notes into the Tender Offer.
The Issuers expect to accept for payment and settle $200,000,000 aggregate principal amount of the Early Tendered Notes on December 15, 2017. The Early Tendered Notes will be accepted from holders on a pro rata basis.
This announcement shall not constitute an offer to purchase or a solicitation of an offer to sell any securities. The complete terms and conditions of the Tender Offer are set forth in the Offer Documents that were sent to holders of the Notes. The Tender Offer has been made only through, and subject to the terms and conditions set forth in, the Offer Documents and related materials.
Credit Suisse Securities (USA) LLC is acting as Dealer Manager for the Tender Offer. Questions regarding the Issuers' Tender Offer may be directed to Credit Suisse Securities (USA) LLC at (212) 538-2147 or toll free at (800) 820-1653.
D.F. King & Co., Inc. is acting as the Information Agent for the Tender Offer. Requests for the Offer Documents may be directed to D.F. King & Co., Inc. at (212) 269-5550 (for brokers and banks) or (800) 581-4729 (for all others).
None of McGraw-Hill or the Issuers or any other person makes any recommendation as to whether holders of the Notes should tender their Notes, and no one has been authorized to make such a recommendation. The Issuers make no recommendation as to whether holders of the Notes should tender their Notes into the Tender Offer or await the Redemption, and holders of the Notes should consult their own advisors with respect to such decision. Holders of the Notes must make their own decisions as to whether to tender their Notes, and if they decide to do so, the principal amount of the Notes to tender. Holders of the Notes should read carefully the Offer Documents and related materials before any decision is made.
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SOURCE McGraw-Hill Education