McGraw Hill Inc美股招股说明书(2025-07-24版)

24,390,000 Shares McGraw Hill, Inc.Common Stock This is the initial public offering of common stock of McGraw Hill, Inc. (the “Common Stock”). We are offering 24,390,000 shares of our Common Stock, par value $0.01per share. The selling stockholder identified in this prospectus has granted the underwriters an option to purchase up to 3,658,500 additional shares of our Common Stock,solely to cover over-allotments, if any, at the initial public offering price, less the underwriting discount, for 30 days from the date of this prospectus. We will not receive anyproceeds from the sale of these shares of Common Stock by the selling stockholder. Prior to this offering, no public market exists for our shares of our Common Stock. The initial public offering price of our Common Stock is $17.00 per share. We haveapplied to have our Common Stock listed on the New York Stock Exchange (“NYSE”) under the symbol “MH.” After the completion of this offering, PE Mav Holdings, LLC, an investment vehicle of certain private investment funds sponsored and ultimately controlled by PlatinumEquity, LLC (together with its affiliated investment vehicles, “Platinum”), will continue to beneficially own 86.5% of the voting power of all of our outstanding shares ofCommon Stock. Because Platinum will hold more than 50% of the voting power of our outstanding Common Stock, we will be a “controlled company” within the meaning ofthe corporate governance rules of the NYSE. As a “controlled company,” we are exempt from certain corporate governance requirements under the rules of the NYSE. Inaddition, we will not be subject to the compensation committee independence requirements required by the Dodd-Frank Wall Street Reform and Consumer Protection Act.See “Management—Board Independence” and “Management—Controlled Company Exception.” We intend to use the net proceeds from this offering of the Common Stockto repay a portion of the outstanding borrowings under the A&E Term Loan Facility (as defined herein). See “Use of Proceeds.” Both before and after the date we cease to be a "controlled company", Platinum will have significant influence with respect to the appointment and removal of ourdirectors and officers and the power to approve or deny the amendment of certain provisions of our second amended and restated certificate of incorporation and amendedand restated bylaws relating to certain rights of Platinum. See “Description of Capital Stock” and “Management—Board Composition.” In connection with this offering, weintend to enter into an investor rights agreement that will grant Platinum certain nomination rights which are described in the sections titled “Certain Relationships andRelated Person Transactions—Agreements to Be Entered into in Connection with this Offering—Investor Rights Agreement” and “Management—Board Composition.” Investing in our Common Stock involves risk. See “Risk Factors” beginning on page25to read about factors you should consider before buying shares ofour Common Stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon theadequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Initial public offering priceUnderwriting discounts and commissionsProceeds, before expenses, to us(2) (1)Assumes no exercise of the underwriters’ option to purchase additional shares of Common Stock from the selling stockholder as described below.(2)See the section entitled “Underwriting” for a description of compensation payable to the underwriters. The selling stockholder identified in this prospectus has granted the underwriters an option to purchase up to 3,658,500 additional shares of Common Stock, solely tocover over-allotments, if any, at the initial public offering price, less the underwriting discount, for 30 days from the date of this prospectus. We will not receive any of theproceeds from the sale of shares by the selling stockholder upon such exercise. The underwriters expect to deliver the shares of our Common Stock to our investors on or about July 25,2025. GoldmanSachs&Co.LLC Morgan Stanley UBS Investment Bank Deutsche Bank Securities TABLE OF CONTENTS ABOUT THIS PROSPECTUSINDUSTRY AND MARKET DATATRADEMARKS, SERVICE MARKS AND TRADE NAMESBASIS OF PRESENTATIONGLOSSARYSUMMARYRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYCAPITALIZATIONDILUTIONMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSBUSINESSMANAGEMENTEXECUTIVE COMPENSATIONCERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONSPRINCIPAL AND SELLING STOCKHOLDERDESCRIPTION OF MATERIAL INDEBTEDNESSDESCRIPTION OF CAPITAL STOCKSHARES ELIGIBLE FOR FUTURE SALECERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERSUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINDEX TO FINANCIAL STATEMENTS ABOUT THIS PROSPECTUS You should rely