SecProbe.io

United States securities and exchange commission logo
December 1, 2022
Simon Allen
Chief Executive Officer
McGraw Hill, Inc.
8787 Orion Place
Columbus, Ohio 43240
Re:McGraw Hill, Inc.
Draft Registration Statement on Form S-1
Submitted November 4, 2022
CIK No. 0001951070
Dear Simon Allen:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 filed November 4, 2022
Cover Page
1.We note your disclosure on pages 36 and 37 that you will be a "controlled company" after
this offering and that you intend to rely on the corporate governance exemptions. Please
revise your cover page to disclose that you intend to rely on these exemptions.
Summary, page 1
2.Please revise to ensure that the information you include in your summary is balanced.  To
the extent that you cite competitive strengths in your summary, provide equally prominent
disclosure of the challenges you face and the risks and limitations that could harm your
business or inhibit your strategic plans, rather than listing generalized risk factors at the

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end of this section.  In addition, please highlight your significant indebtedness.

3.We note that the prospectus includes data "[b]ased on a recent third-party survey we
conducted."  Please clarify whether you commissioned any of the third-party data
presented in your registration statement.  To the extent that you commissioned any such
data, please provide the consent of the third party in accordance with Rule 436.
Risk Factors, page 20
4.Please disclose whether you are subject to material cybersecurity risks in your supply
chain based on third party products, software, or services used in your products, services,
or business and how a cybersecurity incident in your supply chain could impact your
business. Discuss the measures you have taken to mitigate these risks.
Our substantial indebtedness may restrict our ability to react to changes in the economy..., page
31
5.If material, please expand your discussion of interest rates to specifically identify the
impact of rate increases on your operations and how your business has been affected. For
example, describe whether increased borrowing costs are expected to impact your
business plan or your customers’ ability to purchase your products in the future.
Our variable rate indebtedness subjects us to interest rate risk . . . . , page 33
6.We note that a significant portion of your debt has an interest rate that may be based
on LIBOR.  Please either disclose the risks associated with the discontinuation
of LIBOR or explain to us why you believe the discontinuation of LIBOR is not a material
risk to you.  Refer to the Staff Statement on LIBOR Transition from December 7, 2021,
available on our website.
If we or our selling stockholder sell additional shares of our Common Stock . . . . , page 44
7.We note your disclosure that "certain of the holders of these shares of Common Stock will
have the right . . . to require us to register their shares of Common Stock under the
Securities Act, and they will have the right to participate in future registrations of
securities by us," together with a cross-reference to the Shares Eligible for Future Sales
section.  However, that section appears only to describe registration rights granted to
Platinum.  Please revise to clarify whether additional parties have been granted
registration rights and quantify the percentage of shares subject to such rights.
Our amended and restated certificate of incorporation will provide . . . . , page 46
8.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district
court for the District of Delaware) as the exclusive forum for certain litigation, including
any "derivative action."  Please disclose whether this provision applies to actions arising

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under the Securities Act or Exchange Act.  If so, please also state that there is uncertainty
as to whether a court would enforce such provision.  If the provision applies to Securities
Act claims, please also state that investors cannot waive compliance with the federal
securities laws and the rules and regulations thereunder.  In that regard, we note
that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state
courts over all suits brought to enforce any duty or liability created by the Securities Act
or the rules and regulations thereunder.  If this provision does not apply to actions arising
under the Securities Act or Exchange Act, please also ensure that the exclusive forum
provision in the governing documents states this clearly, or tell us how you will inform
investors in future filings that the provision does not apply to any actions arising under
the Securities Act or Exchange Act.
Note 3 Notes to Unaudited pro forma condensed Combined Statement of Operations
The Acquisition and related financing Transaction Accounting Adjustments, page 61
9.With regard to Adjustment A, you indicate that the amortization of the step-up in value of
inventory is recognized based on the amount of inventory that is expected to be sold
within two years of the closing of the Acquisition.  Please tell us how you determined that
it was reasonable to base the amortization on the amount of inventory that is expected to
be sold within 2 years. Please note that the amortization of the step-up is typically based
on how long it will take to sell the inventory. Please advise or revise, accordingly.
10.With regard to Adjustment C, please revise your disclosure to quantify each component
that impacts the adjustment shown on the statement of operations.  We note that the
adjustment represents the net impact to depreciation expense of two offsetting
components.
Results of Operations, page 80
11.We note your discussion of multiple drivers for changes in Revenue by Segment, Cost of
Sales, and Operating and Administrative Expenses. Where you describe two or more
factors that contributed to a material change in a financial statement line item between
periods including offsetting factors, please revise to quantify each material factor that
contributed to the overall change in that line item. Refer to Item 303 of Regulation S-
K and Section III.D of SEC Release No. 33- 6835.
Consolidated Operating Results for the Years Ended March 31, 2022 (Non-GAAP Combined)
and 2021 (Predecessor), page 85
12.We note for the year ended March 31, 2022, you present combined results of operations of
the predecessor for the four months ended July 31, 2021 and of the successor for the eight
months ended March 31, 2022 in MD&A and in other disclosures throughout the filing.
Please provide the following:
•It is not clear how you determined it is appropriate to combine the results of the
predecessor and successor for pre-and post-acquisition periods without reflecting

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relevant pro forma adjustments that would be required by Article 11 of Regulation S-
X.  Please explain why in detail you believe the current presentation is appropriate.
Alternatively, you may revise your MD&A to separately discuss the historical results
of your predecessor and successor and supplement your discussion of historical
results by providing pro forma financial information for fiscal 2022 prepared in
accordance with Article 11 of Regulation S-X. In this regard, please explain how the
pro forma information is derived, including the nature and impact of pro forma
adjustments, in order to facilitate an understanding of the information being
presented; and
•Please tell us what consideration you gave to Question 102.10 of the C&DI on Non-
GAAP Financial Measures (Updated April 4, 2018) regarding your presentation here
and throughout the filing of a full income statement of Non-GAAP measures labelled
“Non-GAAP Combined Year Ended March 31, 2022.”
Critical Accounting Estimates
Revenue Recognition, page 110
13.You indicate that your contracts with customers often include multiple performance
obligations, including gratis performance obligations.  Please clarify for us and disclose
what “gratis performance obligations” represent and how you determine that your gratis
performance obligations represent a promise to provide a distinct good or service under
ASC 606. Please also clarify how these obligations affect the allocation of the transaction
price.

Goodwill and Indefinite-Lived Intangible Assets, page 112
14.Please expand your disclosures relating to goodwill to provide investors with sufficient
information to understand whether there is current uncertainty that an impairment charge
could be recognized in the event of a reasonable change in the assumptions and estimates
used to estimate fair values. Given that the estimated fair values of
your reporting units are not substantially in excess of their carrying values, please provide
a discussion of the uncertainties associated with the specific key assumptions for each
reporting unit, including any potential events and/or circumstances that could have a
negative effect on the estimated fair value.
Business, page 118
15.Please disclose the extent of your reliance on third parties to complete essential business
functions, including what business functions such third parties complete, and whether, and
to what extent, you rely on third parties to supply components of your products.

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Our Solutions, page 127
16.Please expand your disclosure throughout this section to describe the processes and
methods by which you determine which products to manufacture.  In addition, please
describe the timetable for developing and implementing new products or revising existing
products, including without limitation the timing of new editions.
Government Regulation, page 131
17.Please expand your discussion here to describe the material effects related to the many
state regulations with which you interact.  In this regard, we note your disclosure on page
21 that "[i]n each adoption decision for each state, we face significant competition and our
materials are subject to regulatory approvals," and that "[s]tates may adopt new academic
standards or revise existing academic standards, which may require us to significantly
invest in the development of new products and/or make extensive modifications to our
existing products that are offered for sale in those states."
23. Subsequent Events, page F-109
18.Please revise your disclosure here and on page F-36 to disclose the specific date through
which subsequent events have been evaluated and state whether that date is the date the
financial statements were issued or the date the financial statements were available to be
issued. Refer to ASC 855-10-50-1.

Schedule II, page F-110
19.We note that you have included “inventory” reserves in your Schedule II. Please remove
the information relating to the reserve for inventory obsolescence from this schedule.
Please note that amounts recorded in separate accounts to recognize obsolete and slow-
moving inventory are not considered reserves for the purpose of this schedule because
those amounts in substance represent normal adjustments / impairment of inventory rather
than true "reserves”. Refer to Rule 12-09 of Regulation S-X, SAB Topic 5.BB and ASC
330-10-35-14.
Exhibits
20.Please file the Achieve3000 Agreement and Plan of Merger referenced on page 56, and
the Platinum Securities Purchase Agreement and Corporate Advisory Services
Agreement referenced on page 164 as exhibits to your registration statement, or tell us
why you are not required to do so.  Refer to Item 601(b)(2)(ii) and Item 601(b)(10) of
Regulation S-K.
21.Please file your articles of incorporation and by-laws as currently in effect.  Refer to Item
601(b)(3) of Regulation S-K.

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General
22.Please provide us supplemental copies of all written communications, as defined in Rule
405 under the Securities Act, that you, or anyone authorized to do so on your behalf, have
presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained or intend to retain copies of these
communications. Please contact legal staff associated with the review of this filing to
discuss how to submit the materials, if any, to us for review.
            You may contact Charles Eastman at (202) 551-3794 or Earnest Greene at (202) 551-
3733 if you have questions regarding comments on the financial statements and related
matters.  Please contact Bradley Ecker at (202) 551-4985 or Jennifer Angelini at (202) 551-
3047 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing