McGraw Hill Inc

We estimate that the net proceeds from the sale of shares of Common Stock that we are selling in this offering will be approximately $ million at an assumed initial public offering price of $ per share (the midpoint of the estimated price range set forth on the cover of this prospectus), after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise in full their option to purchase additional shares of Common Stock from the selling stockholder, we will not receive any such proceeds from the sale of shares of our Common Stock by the selling stockholder in this offering if the underwriters exercise their option to purchase additional shares of Common Stock.

Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share (the midpoint of the estimated price range set forth on the cover of this prospectus) would increase (decrease) the net proceeds to us from this offering, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, by approximately $ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. We may also increase or decrease the number of shares we are offering. Each increase (decrease) of shares in the number of shares sold in this offering by us, as set forth of the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately $ million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. We do not expect that a change in the offering price or the number of shares by these amounts would have a material effect on our intended uses of the net proceeds from this offering, although it may affect the amount of time prior to which we may need to seek additional capital.

We intend to use our net proceeds from this offering to repay approximately $ million of outstanding borrowings under the A&E Term Loan Facility.

On February 6, 2025, we entered into an amendment to the Cash Flow Credit Agreement, pursuant to which the applicable margin of all term loans outstanding under the Cash Flow Credit Agreement was reduced by 75 basis points. The maturity date of the A&E Term Loan Facility and other terms therein were unchanged in connection with the amendment. The A&E Term Loan Facility matures on August 6, 2031 and is subject to 1% annual amortization payable in equal quarterly installments. See “Description of Material Indebtedness—A&E Cash Flow Credit Facilities.” As of March 31, 2025, $1,160.4 million of borrowings were outstanding under the A&E Term Loan Facility.

The interest rate applicable to borrowings under the A&E Term Loan Facility is based on either, at our option, (1) the base rate, subject to a floor of 1.50% per annum, plus an applicable margin (which is 2.25% for the A&E Term Loan Facility) or (2) Term SOFR, subject to a floor of 0.50% per annum, plus an applicable margin (which is 3.25% for the A&E Term Loan Facility).