Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - McGraw-Hill Global Education Intermediate Holdings, LLC | mcgrawhilltenderofferpre.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 18, 2016
McGraw-Hill Global Education Intermediate Holdings, LLC |
(Exact name of registrant as specified in its charter) |
Delaware |
(State or other jurisdiction of incorporation) |
333-193697-01 | 80-0899362 | |
(Commission File Number) | (IRS Employer Identification No.) | |
2 Penn Plaza New York, NY | 10121 | |
(Address of Principal Executive Offices) | (Zip Code) | |
(646) 766-2626 |
(Registrant’s telephone number, including area code) |
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
□ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
□ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
□ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
□ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 | Regulation FD Disclosure |
On April 18, 2016, McGraw-Hill Global Education Intermediate Holdings, LLC (the “Registrant”) issued a press release announcing that two of its wholly owned subsidiaries, McGraw-Hill Global Education Holdings, LLC and McGraw-Hill Global Education Finance, Inc. (together, the “Issuers”), will launch a cash tender offer and related consent solicitation for their 9.75% First-Priority Senior Secured Notes due 2021 (the “Notes”). The Issuers also announced that subject to certain conditions they intend to redeem any Notes that are not tendered. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information set forth in this Item 7.01 and in the attached Exhibit 99.1 and Exhibit 99.2 are deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
Item 9.01 | Financial Statements and Exhibits. |
(d) - Exhibits
The following exhibits are being furnished with this Current Report on Form 8-K.
Exhibit No. | Description |
99.1 | Press release dated April 18, 2016 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
McGraw-Hill Global Education Intermediate Holdings, LLC | ||||||
By: | /s/ David Stafford | |||||
Name: David Stafford | ||||||
Title: Senior Vice President and General Counsel | ||||||
Dated: April 18, 2016
EXHIBIT INDEX
Exhibit No. | Description |
99.1 | Press release dated April 18, 2016 |