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Mcgraw Hill LLC and Mcgraw-Hill Global Education Finance, Inc CURRENT REPORT Pursuant to: (i) Section 4.02(a)(iii) of the Indenture, dated May 4, 2016, governing the 7.875% Senior Notes due 2024 of McGraw Hill LLC and McGraw-Hill Global Education Finance, Inc. and (ii) Section 4.02(a)(iii) of the Indenture, dated January 6, 2021, governing the 8.0% Senior Secured Notes due 2024 of McGraw Hill LLC and McGraw-Hill Global Education Finance, Inc. June 15, 2021 Date of Report McGraw Hill LLC 1325 Avenue of the Americas, 6th Floor New York, New York 10019 Telephone: 646-766-2626 Doc#: US1:14833236v1 Item 1.01 Entry into a Material Definitive Agreement On June 14, 2021, McGraw-Hill Education, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “SPA”) with (i) Mav Acquisition Corporation, a Delaware corporation (“Buyer”) controlled by investment funds and vehicles affiliated with Platinum Equity, LLC, (ii) AP Georgia Holdings, L.P., a Delaware limited partnership (“AP Georgia”) and Apollo Co-Investors (MHE), L.P., a Delaware limited partnership (“Apollo Co-Investors”), both controlled by investment funds and vehicles managed by affiliates of Apollo Global Management Inc. (“Apollo”), and (iii) certain stockholders of the Company (the “Non-Apollo Holders,” and, together with AP Georgia and Apollo Co- Investors, the “Sellers”), as represented by AP Georgia in its capacity as the representative of the Sellers (the “Seller Representative”). The SPA provides that, upon the terms and subject to the conditions set forth therein and in accordance with applicable law, the Sellers, which indirectly own all of the interests in the Company, will sell such interests to the Buyer (the “Sale”). Pursuant to the SPA, upon the terms and subject to the conditions of the SPA, at the effective time of the Sale (the “Effective Time” or the “Closing”), the Sellers will sell, and Buyer will purchase, all of the Sellers’ shares of the Company for cash consideration of $4.5 billion, subject to certain customary adjustments to be made pursuant to the terms of the SPA prior to Closing. Pursuant to the SPA, outstanding McGraw-Hill equity-based awards will be treated as follows (collectively, the “Treatment of McGraw-Hill Equity Awards”): • At the Effective Time, each McGraw-Hill restricted stock unit award that is outstanding as of immediately prior to the Effective Time, will be cancelled and converted into the right to receive an amount equal to the per share consideration multiplied by the total number of restricted stock unit awards outstanding (with such amount subject to deferred payout to the extent required by, and subject to the terms of, one or more of the applicable equity-based award agreements); and • At the Effective Time, each McGraw-Hill option will be cancelled and converted into the right to receive the per share consideration minus the applicable exercise price of such option (with such amount subject to deferred payout to the extent required by, and subject to the terms of, one or more of the applicable equity-based award agreements), unless the exercise price for such option is greater than the per share consideration in which case the option shall be cancelled for no consideration. The respective boards of directors of the Company and Buyer have unanimously approved the SPA and all stockholders of the Company will be participating in the Sale as required by the Company’s stockholders agreement. The SPA contains customary representations, warranties and covenants made by the Company and the Sellers, including covenants relating to obtaining the requisite regulatory approvals, and the conduct of the Company’s businesses between the date of signing of the SPA and the Closing. The Closing is subject to satisfaction or waiver of certain conditions including, among other things, (1) the expiration or termination of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, (2) the absence of any law or order preventing the transactions contemplated by the SPA, (3) the accuracy of the representations and warranties, subject to certain materiality qualifications, and (4) material compliance by the parties with their respective covenants. Doc#: US1:14833236v1 The SPA includes customary termination rights for the Company and the Sellers. The SPA can be terminated by mutual written consent of the Seller Representative (on behalf of the Sellers) and Buyer, or by either the Seller Representative or Buyer (1) if there is a law or order prohibiting the consummation of the Sale, (2) if the Sale has not been consummated by October 12, 2021 (the “Outside Date”), which Outside Date may be extended by either party to January 10, 2022, (3) if the other party has breached its representations, warranties or covenants in a way that prevents satisfaction of a closing condition, and such breach is either (A) not capable of being cured prior to the Outside Date or (B) if curable, not cured within a customary cure period of 20 business days, or (4) in the event the closing conditions to the Sale have been satisfied and Buyer fails to close the Sale. In the event Buyer does not consummate the Sale when required pursuant to the SPA and the Seller Representative terminates the SPA, then, subject to certain conditions, Buyer may be required to pay a termination fee of $225 million to the Sellers. Item 7.01 Regulation FD Disclosure Buyer issued a press release on June 15, 2021 announcing the execution of the SPA. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 99.1 Press release issued by Buyer on June 15, 2021 Forward-Looking Statements This Report contains forward-looking statements that involve risks and uncertainties. Forward-looking statements include any statements that address future results or occurrences. In some cases you can identify forward-looking statements by terminology such as “may,” “might,” “will,” “would,” “should,” “could” or the negatives thereof. Generally, the words “anticipate,” “believe,” “continue,” “expect,” “intend,” “estimate,” “project,” “plan” and similar expressions identify forward-looking statements. In particular, statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance, including developments related to COVID-19, are forward-looking statements. These forward-looking statements include statements that are not historical facts, including statements concerning our possible or assumed future actions and business strategies. We have based these forward- looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the inability to complete the proposed merger due to the failure to satisfy conditions to completion of the proposed merger and material developments related to COVID-19, many of which are outside of our control, which could cause our actual results, performance or achievements to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to announce the result of any revisions to any of the forward-looking statements contained herein to reflect Doc#: US1:14833236v1 future results, events or developments. Statements in this Report are made as of the date hereof. New factors emerge from time to time that could cause our actual results to differ, and it is not possible to predict all such factors Doc#: US1:14833236v1 SIGNATURE The Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. McGraw Hill LLC Date: June 15, 2021 By: /s/ David B. Stafford Name: David B. Stafford Title: General Counsel and Secretary Doc#: US1:14833236v1 PLATINUM EQUITY TO ACQUIRE MCGRAW HILL FROM APOLLO FUNDS FOR $4.5 BILLION Los Angeles and New York (June 15, 2021) – Platinum Equity announced today that it has entered into a definitive agreement to acquire McGraw Hill, a global leader in educational content and digital platforms, from funds (the “Apollo Funds”) managed by affiliates of Apollo Global Management, Inc. (NYSE: APO) (together with its consolidated subsidiaries, “Apollo”) for a purchase price of approximately $4.5 billion. Founded in 1888, McGraw Hill provides outcome-focused learning solutions to millions of students globally, delivering both curated content and digital learning tools and platforms to the classrooms of approximately 250,000 higher education instructors, 13,000 pre-kindergarten through 12th grade school districts, and a wide variety of academic institutions, professionals and companies. Its products are distributed in more than 100 countries across the Americas, Asia-Pacific, Europe, India and the Middle East. “We believe in McGraw Hill’s mission to create a brighter future for learners of all ages around the world,” said Platinum Equity founder and CEO Tom Gores. “The pandemic has been especially disruptive to education, and investing in innovative solutions, and digital learning
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