UPLOAD Filing
McGraw Hill, Inc.
Date: July 16, 2025 · CIK: 0001951070 · Accession: 0000000000-25-007509
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-288373
Letter
Re: McGraw Hill, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed July 14, 2025 File No. 333-288373 Dear Simon Allen:
July 16, 2025
Simon Allen Chief Executive Officer McGraw Hill, Inc. 8787 Orion Place Columbus, Ohio 43240
We have reviewed your amended registration statement and have the following comment(s).
Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our July 3, 2025 letter.
Amendment No. 2 to Form S-1 Filed July 14, 2025 Capitalization, page 63
1. We note in the "As Further Adjusted" column that you plan to use the entire net proceeds of this offering to pay down a portion of your outstanding borrowings under the A&E Term Loan Facility. Please tell us what consideration you gave to providing pro forma information showing the impact of the repayment of this loan facility on interest expense and earnings per share amounts. Rule 11-02(a)(1) of Regulation S-X indicates a narrative description of the pro forma effects of a transaction may be disclosed in lieu of pro forma financial statements in certain circumstances where there are a limited number of pro forma adjustments and those adjustments are easily understood. Refer to SAB Topic 3.A by analogy and Rule 11- 01(a)(8) of Regulation S-X. July 16, 2025 Page 2
Please contact Charles Eastman at 202-551-3794 or Ernest 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
Show Raw Text
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> July 16, 2025 Simon Allen Chief Executive Officer McGraw Hill, Inc. 8787 Orion Place Columbus, Ohio 43240 Re: McGraw Hill, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed July 14, 2025 File No. 333-288373 Dear Simon Allen: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our July 3, 2025 letter. Amendment No. 2 to Form S-1 Filed July 14, 2025 Capitalization, page 63 1. We note in the "As Further Adjusted" column that you plan to use the entire net proceeds of this offering to pay down a portion of your outstanding borrowings under the A&E Term Loan Facility. Please tell us what consideration you gave to providing pro forma information showing the impact of the repayment of this loan facility on interest expense and earnings per share amounts. Rule 11-02(a)(1) of Regulation S-X indicates a narrative description of the pro forma effects of a transaction may be disclosed in lieu of pro forma financial statements in certain circumstances where there are a limited number of pro forma adjustments and those adjustments are easily understood. Refer to SAB Topic 3.A by analogy and Rule 11- 01(a)(8) of Regulation S-X. July 16, 2025 Page 2 Please contact Charles Eastman at 202-551-3794 or Ernest 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 </TEXT> </DOCUMENT>