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 Document GOLDMAN SACHS & CO. LLC 200 West Street New York, New York 10282 July 21, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: McGraw Hill, Inc. (the " Company ") Registration Statement on Form S-1 File No. 333-288373 Ladies and Gentlemen: In accordance with Rule 461(a) of the Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the " Act "), and as representative of the several underwriters of the Company's proposed public offering, we wish to advise you that we hereby join with the Company's request that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective at 4:00 p.m., Eastern Time, on July 23, 2025, or as soon thereafter as is practicable. Pursuant to Rule 460 under the Act, we wish to advise you that there will be distributed to each prospective underwriter, institutional investor or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the preliminary prospectus dated July 18, 2025 as appears to be reasonable to secure adequate distribution of the preliminary prospectus. We, the undersigned, as representative of the several underwriters, have complied and will continue to comply, and we have been informed by the participating underwriters and dealers that they have complied and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. Very truly yours, GOLDMAN SACHS & CO. LLC By: /s/ Danielle Freeman Name: Danielle Freeman Title: Managing Director 2

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 Document MCGRAW HILL, INC. 8787 Orion Place Columbus, Ohio 43240 July 21, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Charles Eastman Earnest Greene Bradley Ecker Jennifer Angelini Re: McGraw Hill, Inc. Registration Statement on Form S-1 File No. 333-288373 Ladies and Gentlemen: Pursuant to Rule 461 of the Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Ingram Micro Holding Corporation (the “ Company ”) hereby requests that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-288373) (the “ Registration Statement”) be accelerated so that it may become effective at 4:00 p.m., New York City time on July 23, 2025, or as soon as practicable thereafter, or at such other time as the Company or its legal counsel may request by telephone to the staff. Please orally confirm this request with our legal counsel, Cristopher Greer, Anne Barrett or Augustine Donati of Willkie Farr & Gallagher LLP. Our legal counsel has full authority to withdraw or modify this acceleration request, orally or in writing. Once the Registration Statement is effective, please contact Cristopher Greer of Willkie Farr & Gallagher LLP, counsel to the Company, at (212) 728-8214, Anne Barrett at (212) 728-8466 or Augustine Donati at (212) 728-8878, to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter. [ Signature Page Follows ] Sincerely, MCGRAW HILL, INC. By: /s/ Simon Allen Name: Simon Allen Title: Chief Executive Officer [Signature Page to Company Acceleration Request]

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<TEXT>
 July 18, 2025

Simon Allen
Chief Executive Officer
McGraw Hill, Inc.
8787 Orion Place
Columbus, Ohio 43240

 Re: McGraw Hill, Inc.
 Amendment No. 3 to Registration Statement on Form S-1
 Filed July 17, 2025
 File No. 333-288373
Dear Simon Allen:

 We have reviewed your amended registration statement and have the
following
comment.

 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 16,
2025, letter.

Amendment No. 3 to Form S-1 Filed July 17, 2025
Capitalization, page 63

1. We note your revision and response to prior comment 1. It is unclear how
you
 determined the pro forma earnings per share amounts as presented in your
revised
 disclosures. Please note that your pro forma financial information
should disclose any
 significant quantitative and qualitative estimates and assumptions used
to show how
 the adjustments were derived. Please revise your disclosure to ensure
that the
 narrative description of your pro forma effects clearly support your
calculations of
 both the numerator and denominator used in your pro forma earnings per
share
 calculations. Your description should also address the tax effects on
your adjustments,
 including but not limited to whether or not the statutory tax rates were
used. Refer to
 Rules 11-02(a)(8) and 11-02(b)(5) of Regulation S-X.
 July 18, 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
cc: Cristopher Greer
</TEXT>
</DOCUMENT>

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 Document 787 Seventh Avenue New York, NY 10019-6099 Tel: 212 728 8000 Fax: 212 728 8111 July 18, 2025 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Charles Eastman Earnest Greene Bradley Ecker Jennifer Angelini Re: McGraw Hill, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed July 17, 2025 File No. 333-288373 Ladies and Gentlemen: On behalf of our client, McGraw Hill, Inc., a Delaware corporation (the “Company”), set forth below are the Company’s responses to the comments of the staff of the SEC (the “Staff”) communicated in its letter to the Company, dated July 18, 2025. In connection with such responses, the Company will be submitting, electronically via EDGAR, Amendment No. 4 to the Registration Statement on Form S-1 (the “Amendment”). In addition to addressing the Staff’s comments, the Company has revised the Amendment to update certain other disclosures. For ease of reference, each of the Staff’s comments is reproduced below in italics and is followed by the Company’s response. In addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in the Amendment. Capitalized terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such term in the Amendment. BRUSSELS    CHICAGO    DALLAS    FRANKFURT    HAMBURG    HOUSTON    LONDON    LOS ANGELES MILAN    MUNICH    NEW YORK    PALO ALTO    PARIS    ROME    SAN FRANCISCO    WASHINGTON Securities and Exchange Commission July 18, 2025 Page 2 Capitalization, page 63 1. We note your revision and response to prior comment 1. It is unclear how you determined the pro forma earnings per share amounts as presented in your revised disclosures. Please note that your pro forma financial information should disclose any significant quantitative and qualitative estimates and assumptions used to show how the adjustments were derived. Please revise your disclosure to ensure that the narrative description of your pro forma effects clearly support your calculations of both the numerator and denominator used in your pro forma earnings per share calculations. Your description should also address the tax effects on your adjustments, including but not limited to whether or not the statutory tax rates were used. Refer to Rules 11-02(a)(8) and 11-02(b)(5) of Regulation S-X. Response In response to the Staff’s comment, the Amendment has been revised. Please see page 65-66, which includes additional disclosure related to how the basic and diluted earnings (loss) per share metrics were determined. Securities and Exchange Commission July 18, 2025 Page 3 Should you have any questions relating to the foregoing, please feel free to contact the undersigned at (212) 728-8214 or cgreer@willkie.com. Sincerely, /s/ Cristopher Greer Cristopher Greer Willkie Farr & Gallagher LLP cc: Simon Allen – President and Chief Executive Officer, McGraw Hill, Inc. David Stafford – General Counsel and Secretary, McGraw Hill, Inc. McGraw Hill, Inc.

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 Document 787 Seventh Avenue New York, NY 10019-6099 Tel: 212 728 8000 Fax: 212 728 8111 July 17, 2025 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Charles Eastman Earnest Greene Bradley Ecker Jennifer Angelini Re: McGraw Hill, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed July 14, 2025 File No. 333-288373 Ladies and Gentlemen: On behalf of our client, McGraw Hill, Inc., a Delaware corporation (the “Company”), set forth below are the Company’s responses to the comments of the staff of the SEC (the “Staff”) communicated in its letter to the Company, dated July 16, 2025. In connection with such responses, the Company will be submitting, electronically via EDGAR, Amendment No. 3 to the Registration Statement on Form S-1 (the “Amendment”). In addition to addressing the Staff’s comments, the Company has revised the Amendment to update certain other disclosures. For ease of reference, each of the Staff’s comments is reproduced below in italics and is followed by the Company’s response. In addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in the Amendment. Capitalized terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such term in the Amendment. BRUSSELS    CHICAGO    DALLAS    FRANKFURT    HAMBURG    HOUSTON    LONDON    LOS ANGELES MILAN    MUNICH    NEW YORK    PALO ALTO    PARIS    ROME    SAN FRANCISCO    WASHINGTON Securities and Exchange Commission July 17, 2025 Page 2 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. Response In response to the Staff’s comment, the Amendment has been revised. Please see page 65, which now includes a narrative description of the pro forma impact of the repayment of the A&E Term Loan Facility on interest expense (income), net and basic and diluted earnings (loss) per share metrics. Securities and Exchange Commission July 17, 2025 Page 3 Should you have any questions relating to the foregoing, please feel free to contact the undersigned at (212) 728-8214 or cgreer@willkie.com. Sincerely, /s/ Cristopher Greer Cristopher Greer Willkie Farr & Gallagher LLP cc: Simon Allen – President and Chief Executive Officer, McGraw Hill, Inc. David Stafford – General Counsel and Secretary, McGraw Hill, Inc. McGraw Hill, Inc.

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<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>

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 Document 787 Seventh Avenue New York, NY 10019-6099 Tel: 212 728 8000 Fax: 212 728 8111 July 8, 2025 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Charles Eastman Earnest Greene Bradley Ecker Jennifer Angelini Re: McGraw Hill, Inc. Registration Statement on Form S-1 Submitted June 27, 2025 File No. 333-288373 Ladies and Gentlemen: On behalf of our client, McGraw Hill, Inc., a Delaware corporation (the “Company”), set forth below are the Company’s responses to the comments of the staff of the SEC (the “Staff”) communicated in its letter to the Company, dated July 3, 2025. In connection with such responses, the Company will be submitting, electronically via EDGAR, Amendment No. 1 to the Registration Statement on Form S-1 (the “Amendment”). In addition to addressing the Staff’s comments, the Company has revised the Amendment to update certain other disclosures. For ease of reference, each of the Staff’s comments is reproduced below in italics and is followed by the Company’s response. In addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in the Amendment. Capitalized terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such term in the Amendment. BRUSSELS    CHICAGO    DALLAS    FRANKFURT    HAMBURG    HOUSTON    LONDON    LOS ANGELES MILAN    MUNICH    NEW YORK    PALO ALTO    PARIS    ROME    SAN FRANCISCO    WASHINGTON Securities and Exchange Commission July 8, 2025 Page 2 Recent Developments Preliminary Estimated Operating Results for the Three Months Ended June 30, 2025, page 9 1. We note your proposed disclosure of preliminary estimated financial results for the three months ended June 30, 2025, and the anticipated disclosure of a low and high range for revenue, net income (loss), basic and diluted earnings (loss) per share and Non-GAAP financial measures. Please provide the following: • Revise your disclosures to provide context for the preliminary revenue and net income (loss) estimates, including qualitative and quantitative disclosure, by providing estimates for operating costs, expenses or other line items that would balance your disclosure. Presenting only revenue and net income (loss) in isolation may provide an incomplete picture of your preliminary results; • When including a range rather than a specific number, ensure the range is sufficiently narrow to be meaningful. Explain how the ranges were determined, including any management assumptions used. Additionally, clarify why you are unable to disclose a specific number instead of a range; and • Confirm your understanding that if the financial statements for the three months ended June 30, 2025 become available prior to the effective date of the registration statement, they must be included in your filing. Response The Company acknowledges the Staff’s comments and has revised its disclosure on pages 9-12 to provide further context for the preliminary revenue and net income (loss) estimates. The Company respectfully advises the Staff that its financial closing procedures for the three months ended June 30, 2025 are not complete and it believes these financial statements and, accordingly, specific numbers for the three months ended June 30, 2025, are not yet available and will not be available prior to the effective date of the Amendment. The Company respectfully submits that, when included in a subsequent filing, the ranges for revenue, cost of sales (excluding depreciation and amortization), operating and administrative expenses, net income (loss), basic and diluted earnings (loss) per share, and the Non-GAAP financial measures disclosed on page 10 of the Amendment will be sufficiently narrow to be meaningful. The Company also confirms that it has provided an explanation of how the ranges will be determined on page 10 of the Amendment, and confirms its understanding that if the financial statements for the three months ended June 30, 2025 are or become available prior to the effective date of the Amendment, they must be included in the filing and it will do so. Non-GAAP Financial Measures, page 19 2. We note your revised disclosures to include the Non-GAAP financial measures of Adjusted net income (loss) and Adjusted basic and diluted earnings (loss) per share. In the reconciliation of Adjusted income (loss) on page 21, you have excluded items categorized as “Other.” Footnote (g) identifies these items as acquisition related stock- based incentive compensation expense, gain from a real estate sale, foreign currency transaction impact and impact of earnings or charges resulting from matters you do not consider indicative of your ongoing business. It appears that a significant portion of the “Other” adjustment is attributed to “earnings or charges from matters not indicative of your ongoing business.” Please provide a detailed description of the specific nature and amounts of these “earnings or charges” for each period. Additionally, explain how you determined the appropriateness of these adjustments based on the guidance in Question 100.01 of the Division of Corporation Finance Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. We note that in fiscal 2025, these adjustments account for $18.7 million of the $20.0 million adjustment in “Other.” Response The Company respectfully submits the following explanations regarding the nature of the further broken down adjustments included in “Other” and why management believes they are appropriate to include as non-recurring items in our EBITDA reconciliation. In each case, these adjustments reflect costs that are not part of our normal, ongoing operations, are non-recurring in nature, and are not expected to recur in future periods. These adjustments are consistent with Question 100.01 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures, as they do not substitute individually tailored accounting principles and do not exclude recurring cash operating expenses necessary to operate our business. The below includes additional details included in footnote (g) “Other”. Securities and Exchange Commission July 8, 2025 Page 3 (iv) Non-recurring expenses related to strategic initiatives ($4.3M, $5.4M, $3.7M) These expenses are associated with discrete, strategic initiatives that involve significant investment in external marketing, consulting, and non-operational costs required for the initial market introduction of these product launches and are not indicative of normal operations. The scope, scale, and complexity of these initiatives are significantly beyond the Company’s typical ongoing activities. Specifically, these initiatives required substantial upfront investment to develop and launch products in new markets, involving specialized marketing, consulting and operational activities that are not part of the Company’s routine business model. Although these costs have been incurred over multiple years due to the long-term nature of the initiatives, the Company views them as non-recurring because they are tied to time-limited, project-specific efforts that are not expected to recur following their completion. Costs of this type and magnitude have not been incurred outside of these strategic initiatives, and the Company does not anticipate incurring similar costs in the foreseeable future once these projects conclude. (v) Reimbursements of expenses paid to Platinum Advisors under the Advisory Agreement ($0.6M, $0.6M, $0.2M) These expenses represent expense reimbursements to Platinum Advisors for services provided under the Advisory Agreement. These costs are directly related to the advisory services provided while we are under Platinum’s ownership. These expenses will not recur following this initial public offering (i.e., the Advisory Agreement will be terminated following the consummation of the offering and therefore we will not have an ongoing obligation under the Advisory Agreement). Accordingly, these costs are considered non-recurring and not reflective of our expected operating expenses going forward. (vi) Non-recurring transaction-related costs associated with this offering ($4.9M, $0.0M, $0.0M) These costs relate solely to professional fees, legal fees, consulting and advisory fees, and other expenses directly associated with the offering, which were expensed as incurred under GAAP. These expenses are clearly identifiable, directly attributable to the offering, and by their nature, are non-recurring and not part of our ongoing cost structure. (vii) Lease termination costs ($3.3M, $0.0M, $1.2M) The lease termination costs incurred during the periods relate to the early exit of two long-term leases for office space, which were separately terminated as part of the Company’s broader strategic initiative to optimize its real estate portfolio in response to the Company’s shift toward a hybrid and work-from-home operating model. The termination represented a discrete, one-time action to align the Company’s real estate footprint with its evolving operating needs. These costs were incurred as part of a targeted cost optimization effort and are not expected to recur in the ordinary course of business. As such, the Company considers these lease termination costs to be unusual, non-recurring in nature, and not reflective of the Company’s ongoing operating expenses. (viii) Post-acquisition compensation expense associated with the acquisition of Boards & Beyond ($0.6M, $2.7M, $1.2M) These expenses relate to post-acquisition compensation costs tied directly to the acquisition of Boards & Beyond, which include transaction-specific retention bonuses and other similar acquisition-related compensation arrangements. These costs are non-recurring, directly related to the acquisition, and not reflective of the ongoing compensation costs incurred in the ordinary course of business. (ix) Impact of additional insignificant earnings or charges resulting from matters not indicative of ongoing operations ($5.0M, $6.8M, $4.6M) These amounts primarily relate to individually insignificant miscellaneous items, including asset disposals and third-party consulting and advisory fees associated with system and process rationalization initiatives as well as certain Securities and Exchange Commission July 8, 2025 Page 4 additional payments related to incremental insurance premiums and policies as a result of the Acquisition which will not renew after the consummation of this offering. These items are not reflective of our core business operations and are considered one-time, non-recurring and unusual in nature. Management, page 143 3. We note your response to our prior comment 4. Please further revise your disclosure to fully describe the management rights that Platinum has pursuant to the Investor Rights Agreement and Certificate of Incorporation. In this regard, and without limitation, we note that Platinum has the right to appoint the chairman of your board; committees must include a Platinum director; and upon request your subsidiaries must also appoint Platinum directors. Response The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 48-50, 151-154, 173 and 187-188 of the Amendment to further expand its disclosure relating to Platinum’s management rights. Certain Relationships and Related Person Transactions Agreements to Be Entered into in Connection with this Offering Investor Rights Agreement, page 168 4. Please expand your disclosure to more fully describe the provisions of the Investor Rights Agreement filed as Exhibit 4.4. For instance, and without limitation, we note provisions that appear to grant Platinum consent rights with respect to third-party registration rights (Section 2.11); limit the Company's ability to undertake certain corporate actions (Section 2.12); grant Platinum access and information rights (Section 3.4); and create indemnification obligations (Section 2.10, Article VI). Include risk factor disclosure as appropriate. Response The Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 48, 51, 57-58, 173-175 and 186-188 of the Amendment to expand its disclosure relating to the Investor Rights Agreement. Exhibits 5. We note the form of opinion filed as Exhibit 5.1 states that "the Additional Shares will have been duly authorized and will be validly issued, fully paid and non-assessable." Please file a final opinion, and request counsel to state therein that such shares have been duly authorized and are validly issued, fully paid, and non-assessable. If the timing of the stock split and/or conversion affects counsel's ability to deliver such an opinion, alternatively request that the Additional Shares be covered on a "when- issued" basis. Response The Amendment’s Exhibit 5.1 has been revised to in accordance with the Staff’s comment. Securities and Exchange Commission July 8, 2025 Page 5 Should you have any questions relating to the foregoing, please feel free to contact the undersigned at (212) 728-8214 or cgreer@willkie.com. Sincerely, /s/ Cristopher Greer Cristopher Greer Willkie Farr & Gallagher LLP cc: Simon Allen – President and Chief Executive Officer, McGraw Hill, Inc. David Stafford – General Counsel and Secretary, McGraw Hill, Inc. McGraw Hill, Inc.

<DOCUMENT>
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<TEXT>
 July 3, 2025

Simon Allen
Chief Executive Officer
McGraw Hill, Inc.
8787 Orion Place
Columbus, Ohio 43240

 Re: McGraw Hill, Inc.
 Registration Statement on Form S-1
 Filed June 27, 2025
 File No. 333-288373
Dear Simon Allen:

 We have reviewed your registration statement and have the following
comments.

 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.

Form S-1 filed June 27, 2025
Recent Developments
Preliminary Estimated Operating Results for the Three Months Ended June 30,
2025, page 9

1. We note your proposed disclosure of preliminary estimated financial
results for the
 three months ended June 30, 2025, and the anticipated disclosure of a
low and
 high range for revenue, net income (loss), basic and diluted earnings
(loss) per share
 and Non-GAAP financial measures. Please provide the following:
 Revise your disclosures to provide context for the preliminary
revenue and net
 income (loss) estimates, including qualitative and quantitative
disclosure, by
 providing estimates for operating costs, expenses or other line
items that would
 balance your disclosure. Presenting only revenue and net income
(loss) in
 isolation may provide an incomplete picture of your preliminary
results;
 When including a range rather than a specific number, ensure the
range is
 sufficiently narrow to be meaningful. Explain how the ranges were
determined,
 July 3, 2025
Page 2

 including any management assumptions used. Additionally, clarify why
you are
 unable to disclose a specific number instead of a range; and
 Confirm your understanding that if the financial statements for
the three months
 ended June 30, 2025 become available prior to the effective date of
the
 registration statement, they must be included in your filing.
Non-GAAP Financial Measures, page 19

2. We note your revised disclosures to include the Non-GAAP financial
measures of
 Adjusted net income (loss) and Adjusted basic and diluted earnings
(loss) per share. In
 the reconciliation of Adjusted income (loss) on page 21, you have
excluded items
 categorized as Other. Footnote (g) identifies these items as
acquisition related stock-
 based incentive compensation expense, gain from a real estate sale,
foreign currency
 transaction impact and impact of earnings or charges resulting from
matters you do
 not consider indicative of your ongoing business. It appears that a
significant portion
 of the Other adjustment is attributed to earnings or charges
from matters not
 indicative of your ongoing business. Please provide a detailed
description of the
 specific nature and amounts of these earnings or charges for each
period.
 Additionally, explain how you determined the appropriateness of these
adjustments
 based on the guidance in Question 100.01 of the Division of Corporation
Finance
 Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.
We note
 that in fiscal 2025, these adjustments account for $18.7 million of the
$20.0 million
 adjustment in Other."
Management, page 143

3. We note your response to our prior comment 4. Please further revise your
disclosure
 to fully describe the management rights that Platinum has pursuant to
the Investor
 Rights Agreement and Certificate of Incorporation. In this regard, and
without
 limitation, we note that Platinum has the right to appoint the chairman
of your board;
 committees must include a Platinum director; and upon request your
subsidiaries must
 also appoint Platinum directors.
Certain Relationships and Related Person Transactions
Agreements to Be Entered into in Connection with this Offering
Investor Rights Agreement, page 168

4. Please expand your disclosure to more fully describe the provisions of
the Investor
 Rights Agreement filed as Exhibit 4.4. For instance, and without
limitation, we note
 provisions that appear to grant Platinum consent rights with respect to
third-party
 registration rights (Section 2.11); limit the Company's ability to
undertake certain
 corporate actions (Section 2.12); grant Platinum access and information
rights
 (Section 3.4); and create indemnification obligations (Section 2.10,
Article VI).
 Include risk factor disclosure as appropriate.
Exhibits

5. We note the form of opinion filed as Exhibit 5.1 states that "the
Additional Shares will
 have been duly authorized and will be validly issued, fully paid and
non-assessable."
 Please file a final opinion, and request counsel to state therein that
such shares have
 July 3, 2025
Page 3

 been duly authorized and are validly issued, fully paid, and
non-assessable. If the
 timing of the stock split and/or conversion affects counsel's ability to
deliver such an
 opinion, alternatively request that the Additional Shares be covered on
a "when-
 issued" basis.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 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>

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 Document 787 Seventh Avenue New York, NY 10019-6099 Tel: 212 728 8000 Fax: 212 728 8111 June 27, 2025 Via EDGAR Submission United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Charles Eastman Earnest Greene Bradley Ecker Jennifer Angelini Re: McGraw Hill, Inc. Amendment No. 7 to Draft Registration Statement on Form S-1 Submitted June 5, 2025 CIK No. 0001951070 Ladies and Gentlemen: On behalf of our client, McGraw Hill, Inc., a Delaware corporation (the “Company”), set forth below are the Company’s responses to the comments of the staff of the SEC (the “Staff”) communicated in its letter to the Company, dated June 18, 2025. In connection with such responses, the Company will be submitting, electronically via EDGAR, the Registration Statement on Form S-1 (the “Registration Statement”). In addition to addressing the Staff’s comments, the Company has revised the Registration Statement to update certain other disclosures. For ease of reference, each of the Staff’s comments is reproduced below in italics and is followed by the Company’s response. In addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers in the Registration Statement. Capitalized terms used in this letter but not otherwise defined herein shall have the meaning ascribed to such term in the Registration Statement. Brussels     Chicago     Dallas     Frankfurt     Houston     London     Los Angeles     Milan Munich     New York     Palo Alto     Paris     Rome     San Francisco     Washington Securities and Exchange Commission June 27, 2025 Page 2 Anti-takeover provisions in our organizational documents could delay or prevent a change of control, page 42 1. We note disclosure that Platinum’s prior written consent is required for any alteration or amendment of your corporate documents which would “adversely affect the rights of Platinum.” Please revise to disclose that this effectively gives Platinum power to veto changes that the board of directors or non-controlling shareholders might otherwise approve, and discuss material related risks. Include conforming and/or more detailed disclosures elsewhere in your prospectus to clarify which party makes the determination that an alteration or amendment would adversely affect Platinum’s rights, the process therefor, whether other parties can challenge such determination or denial of consent, potential interaction with director fiduciary duties, and whether Platinum’s right is indefinite or ceases (e.g., upon its ownership reaching a threshold, changes in control, or passage of time). Response The Company respectfully acknowledges the Staff’s comment and has clarified its disclosures on page 48 and elsewhere. As disclosed in the Registration Statement, Platinum’s consent right in question is limited in scope. This consent right only applies to amendments that would adversely affect Platinum’s rights, which include rights relating to the size of the board of directors of the Company, board composition, quorum for meetings of the board of directors, advance notice requirements, stockholder action by written consent, special meetings of the Company’s stockholders, the amendment of certain provisions of the Company’s second amended and restated certificate of incorporation and amended and restated bylaws, board combinations with “interested stockholders” for purposes of Section 203 of the DGCL and corporate opportunities. Further, the majority of Platinum’s rights listed above fall away as Platinum’s voting power in the stock of the Company decreases. The provision in the Company’s second amended and restated certificate of incorporation that provides for this consent right would not require Platinum’s prior written consent for any actions by the Company’s board of directors or stockholders which do not adversely affect such rights so the consent right would not apply to most of the decisions affecting the operations of the Company. Whether a given amendment is subject to Platinum’s consent right is a Delaware law determination, subject to the fiduciary duties, policies and procedures thereof and would be resolved by a Delaware court. In such event, the Company’s board of directors will be able to discharge its fiduciary duties under Delaware law. Risk Factors Risks Related to Our Relationship with Platinum Platinum controls us, and its interests may conflict..., page 42 2. We note your disclosure that, “In the event that Platinum ceases to own shares of our stock representing 40% . . . it will still be able to significantly influence or effectively control the composition of our board of directors and the approval of actions requiring stockholder approval through its voting power.” Please revise to clarify that Platinum continues to have director nomination rights below 40% ownership, as detailed on page 157. Additionally reference Platinum’s effective veto in the event its rights are adversely affected, as discussed in the next risk factor. Response The Company acknowledges the Staff’s comment and respectfully advises that this disclosure has been updated on pages 46 and 48. Management’s Discussion and Analysis of Financial Condition and Results of Operations The Education End-Markets We Serve, page 61 3. Please revise to include a description of what the graphic on page 62 represents, and discuss how this information relates to your MD&A analysis. Additionally disclose the material assumptions underlying the projected information and any material factors that may affect such assumptions. Response The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has removed its disclosure from the MD&A. Instead, the Company has revised its disclosure, which is now included in the Business Securities and Exchange Commission June 27, 2025 Page 3 section on page 130 of the Registration Statement, to clarify what the graphic represents and disclose the material assumptions underlying the projected information and any material factors that may affect such assumptions. Management Board Composition, page 138 4. Please revise to describe the rights that Platinum has to nominate directors and increase the size of the Board pursuant to the Investor Rights Agreement, as well as the quorum requirement that at least one Platinum director be present. Additionally identify the directors and/or nominees who were nominated by Platinum. Response The Company acknowledges the Staff’s comment and respectfully advises that this disclosure has been updated on pages 146 and 147. General 5. Please revise disclosure relating to Platinum’s voting control on the prospectus cover and in the summary to additionally highlight its other rights, including as a minority shareholder, to appoint directors and approve or deny changes to your corporate documents that “adversely affect” its rights. Response The Company acknowledges the Staff’s comment and respectfully advises that this disclosure has been updated on the prospectus cover and in the summary. 6. We note leadership claims on the fifth page of graphics which do not appear to be otherwise included in the filing. Please remove or revise to more fully discuss the basis for such claims, including a discussion of the survey and its limitations. Additionally revise to clarify that these disclosures are attributed to the Company’s management based on information from such third-party data. Response The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has removed those graphics. Securities and Exchange Commission June 27, 2025 Page 4 Should you have any questions relating to the foregoing, please feel free to contact the undersigned at (212) 728-8214 or cgreer@willkie.com. Sincerely, /s/ Cristopher Greer Cristopher Greer Willkie Farr & Gallagher LLP cc: Simon Allen – President and Chief Executive Officer, McGraw Hill, Inc. David Stafford – General Counsel and Secretary, McGraw Hill, Inc. McGraw Hill, Inc.

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<TEXT>
 June 18, 2025

Simon Allen
Chief Executive Officer
McGraw Hill, Inc.
8787 Orion Place
Columbus, Ohio 43240

 Re: McGraw Hill, Inc.
 Amendment No. 7 to Draft Registration Statement on Form S-1
 Submitted June 5, 2025
 CIK No. 0001951070
Dear Simon Allen:

 We have reviewed your amended draft registration statement and have the
following
comments.

 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 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 the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are to
comments in
our April 1, 2025 letter.

Amendment No. 7 to Draft Registration Statement Submitted June 5, 2025
Anti-takeover provisions in our organizational documents could delay or prevent
a change of
control, page 42

1. We note disclosure that Platinum s prior written consent is required
for any alteration
 or amendment of your corporate documents which would adversely affect
the rights
 of Platinum. Please revise to disclose that this effectively gives
Platinum power to
 veto changes that the board of directors or non-controlling shareholders
might
 otherwise approve, and discuss material related risks. Include
conforming and/or more
 detailed disclosures elsewhere in your prospectus to clarify which party
makes the
 determination that an alteration or amendment would adversely affect
Platinum s
 June 18, 2025
Page 2

 rights, the process therefor, whether other parties can challenge such
determination
 or denial of consent, potential interaction with director fiduciary
duties, and whether
 Platinum s right is indefinite or ceases (e.g., upon its ownership
reaching a threshold,
 changes in control, or passage of time).
Risk Factors
Risks Related to Our Relationship with Platinum...
Platinum controls us, and its interests may conflict..., page 42

2. We note your disclosure that, In the event that Platinum ceases to
own shares of our
 stock representing 40% . . . it will still be able to significantly
influence or effectively
 control the composition of our board of directors and the approval of
actions requiring
 stockholder approval through its voting power. Please revise to
clarify that Platinum
 continues to have director nomination rights below 40% ownership, as
detailed on
 page 157. Additionally reference Platinum s effective veto in the
event its rights are
 adversely affected, as discussed in the next risk factor.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
The Education End-Markets We Serve, page 61

3. Please revise to include a description of what the graphic on page 62
represents, and
 discuss how this information relates to your MD&A analysis. Additionally
disclose
 the material assumptions underlying the projected information and any
material
 factors that may affect such assumptions.
Management
Board Composition, page 138

4. Please revise to describe the rights that Platinum has to nominate
directors and
 increase the size of the Board pursuant to the Investor Rights
Agreement, as well as
 the quorum requirement that at least one Platinum director be present.
Additionally
 identify the directors and/or nominees who were nominated by Platinum.
General

5. Please revise disclosure relating to Platinum s voting control on the
prospectus cover
 and in the summary to additionally highlight its other rights, including
as a minority
 shareholder, to appoint directors and approve or deny changes to your
corporate
 documents that adversely affect its rights.
6. We note leadership claims on the fifth page of graphics which do not
appear to be
 otherwise included in the filing. Please remove or revise to more fully
discuss the
 basis for such claims, including a discussion of the survey and its
limitations.
 Additionally revise to clarify that these disclosures are attributed to
the Company s
 management based on information from such third-party data.
 June 18, 2025
Page 3

 Please contact 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
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<TEXT>
 April 1, 2025

Simon Allen
Chief Executive Officer
McGraw Hill, Inc.
8787 Orion Place
Columbus, Ohio 43240

 Re: McGraw Hill, Inc.
 Amendment No. 6 to Draft Registration Statement on Form S-1
 Submitted March 13, 2025
 CIK No. 0001951070
Dear Simon Allen:

 We have reviewed your amended draft registration statement and have the
following
comment(s).

 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 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 the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are to
comments in
our July 19, 2024 letter.

Amendment No. 6 to Draft Registration Statement Submitted March 12, 2025
Risk Factors
An adverse change in orders or payments by a material reseller...., page 34

1. Please revise your disclosure to clarify whether the two resellers who
represented 19%
 and 25% of your gross accounts receivable balance as of December 31 and
March 31,
 2024, respectively, are among the "Certain well-known resellers [that]
have recently
 experienced financial difficulties." Discuss whether you have
experienced the
 potential risks identified, quantifying relevant amounts, rather than
solely discussing
 risks in hypothetical terms.
 April 1, 2025
Page 2

Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Financial Measures, page 115

2. We note on pages 19-21, 109-112 and 115 that you present and/or discuss
Adjusted
 EBITDA margin, but do not present and/or discuss the most
 directly comparable GAAP measure, net income / (loss) margin, with equal
or greater
 prominence. Please revise your disclosure to present and/or discuss the
most
 directly comparable GAAP measure with equal or greater prominence in
accordance
 with Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of our
Non-GAAP
 Financial Measures Compliance and Disclosure Interpretations.
General

3. We note that you commissioned a report by Morning Consult in the fiscal
year ended
 March 31, 2025, and made revisions to disclosure designed to clarify
that disclosures
 related to commissioned reports are attributed to your management based
on
 information from such third-party data. In this regard, we note your
response to
 comment 1 in the letter dated March 8, 2023, and the related revisions.
Please
 reinstate disclosure as it appeared in the previous amendment (making
reference to the
 updated report), or alternatively file the consent of Morning Consult
pursuant to Rule
 436.
 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>

July 19, 2024
Simon Allen
Chief Executive Officer
McGraw Hill, Inc.
8787 Orion Place
Columbus, Ohio 43240
Re:McGraw Hill, Inc.
Amendment No. 5 to Draft Registration Statement on Form S-1
Submitted June 28, 2024
CIK No. 0001951070
Dear Simon Allen:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            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 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
March 22, 2023 letter.
Amendment No. 5 to Draft Registration Statement Submitted June 28, 2024
Business
Legal Proceedings, page 141
1.Please revise this section to describe briefly material pending legal proceedings, as
required by Item 103 of Regulation S-K. Include the cross-reference to more detailed
disclosure in notes to your financial statements.
Exhibits
2.Please file the separation agreements with Garet Guthrie and Angelo T. DeGenaro as
exhibits, or tell us why you are not required to do so. Refer to Item 601(b)(10) of
Regulation S-K.

July 19, 2024
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

United States securities and exchange commission logo
March 22, 2023
Simon Allen
Chief Executive Officer
McGraw Hill, Inc.
8787 Orion Place
Columbus, Ohio 43240
Re:McGraw Hill, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted March 8, 2023
CIK No. 0001951070
Dear Simon Allen:
            We have reviewed your amended 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.
Amendment No. 2 to Draft Registration Statement on Form S-1 submitted March 8, 2023
Unaudited Pro Forma Condensed Combined Financial Informaiton
Unaudited Pro Forma Condensed Combined Statement of Operations for the Nine Months Ended
December 31, 2022, , page 64
1.Please revise your pro forma statements of operations here and on pages 65 and 66 to
include the historical earnings (loss) per share and weighted average number of share
outstanding for the periods presented.

 FirstName LastNameSimon Allen
 Comapany NameMcGraw Hill, Inc.
 March 22, 2023 Page 2
 FirstName LastName
Simon Allen
McGraw Hill, Inc.
March 22, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Consolidated Operating Results for the Nine Months Ended December 31, 2022 (Successor), the
periods from August 1, 2021 to December 31, 2021
Revenue, page 97
2.We note your response to prior comment 2.  Please provide the following:

•In your K-12 Supplemental Pro Forma discussion, you indicate that K-12 revenue for
the nine months ended December 31, 2022 (Successor) and 2021 (Pro Forma Pre-
Achieve3000 Acquisition by Segment) was $827.0 million and $673.2 million,
respectively, representing an increase of $153.8 million or 22.8%.  You discussed the
factors that have contributed to this increase of $153.8 million.  However, it appears
that you have provided explanations for a significantly higher increase in your K-12
revenue line item; and

•In your discussion of Higher Education Supplemental Pro Forma on page 98, it
appears that you have not discussed all of the factors that primarily contributed to
the decrease in revenue of $25.7 million.

This is not meant to represent an all-inclusive list of where your MD&A could be
improved.  Please provide appropriate quantification of amounts and further clarification
throughout your discussion.
Exhibits
3.We note that revisions to your Management section identify several director nominees.
Please file consents for the director nominees as exhibits to your registration statement.
Refer to Rule 438 of Regulation C.
General
4.We note disclosure that indicates you entered into an interest rate cap agreement during
the first fiscal quarter of 2023 (e.g., on page 154), while the notes to the financial
statements indicate the agreement was entered into in January 2023 (page F-48); please
revise to reconcile in light of your March 31 fiscal year-end.  Please also file the
agreement as an exhibit to your registration statement.

 FirstName LastNameSimon Allen
 Comapany NameMcGraw Hill, Inc.
 March 22, 2023 Page 3
 FirstName LastName
Simon Allen
McGraw Hill, Inc.
March 22, 2023
Page 3
            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

United States securities and exchange commission logo
January 6, 2023
Simon Allen
Chief Executive Officer
McGraw Hill, Inc.
8787 Orion Place
Columbus, Ohio 43240
Re:McGraw Hill, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted December 22, 2022
CIK No. 0001951070
Dear Simon Allen:
            We have reviewed your amended 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.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted December 22, 2022
Summary, page 1
1.We note your response to prior comment 3. Please file consents pursuant to Rule 436 of
the Securities Act.
Consolidated Operating Results for the periods from August 1, 2021 to March 31, 2022
(Successor)...., page 109
2.We have read your response to prior comment 12.  Please provide the following:
•We note here and in your discussion of your interim results that you appear to explain
the increase or decrease in line items between periods for your predecessor and
successor.  For example, on page 110, you indicate that the increase in higher

 FirstName LastNameSimon Allen
 Comapany NameMcGraw Hill, Inc.
 January 6, 2023 Page 2
 FirstName LastName
Simon Allen
McGraw Hill, Inc.
January 6, 2023
Page 2
education revenue was due to digital revenue growth of $44.0 million, timing of
digital revenue recognition of $53.5 million, lower product returns reserve of $7.0
million, partially offset by decline in print revenue of $13.5 million and lower direct-
to-students sales of $31.0 million. It appears that you have explained a net increase in
higher education revenue, however it is not clear what period this increase relates to
or whether you were discussing the results of your predecessor, successor or both.
Given that your predecessor and successor financial information are prepared on
different bases of accounting and are therefore not comparable, please revise your
MD&A to "separately" discuss the historical results of your predecessor and
successor. Please note that your supplemental pro forma discussion beginning on
page 114 already attempts to bridge the comparability gap between your predecessor
and successor financial information for the period presented;  and
•In your discussion of consolidated results for the year ended March 31, 2022(Pro
Forma Pre-Achieve3000 Acquisition) and 2021(Predecessor), it appears that you
have provided the same explanation above for the increase in higher education
revenue.  You have disclosed the same net increase as the business reasons for the
increase of $15.4 million or 2.4% for the period presented.  Please advise or revise
your discussion here to address this inconsistency.  This is not meant to represent an
all-inclusive list of where your MD&A could be improved. We encourage you to
provide quantification of amounts and further clarification throughout your
discussion.
Business, page 155
3.We note your response to our prior comment 15. Please include any contracts made
between you and the third party suppliers you discuss that you are substantially depended
upon as an exhibit to your registration statement. Refer to Item 601(b)(10)(ii) of
Regulation S-K.
23. Subsequent Events, page F-116
4.We note your response to prior comment 18 and the revised disclosures included on pages
F-43 and F-116.  Please also revise your disclosures to state whether the date through
which your subsequent events have been evaluated is the date that the financial statements
were issued or the date that the financial statements were available to be issued. Refer to
ASC 855-10-50-1.

 FirstName LastNameSimon Allen
 Comapany NameMcGraw Hill, Inc.
 January 6, 2023 Page 3
 FirstName LastName
Simon Allen
McGraw Hill, Inc.
January 6, 2023
Page 3
            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 Erin Purnell at (202) 551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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

 FirstName LastNameSimon Allen
 Comapany NameMcGraw Hill, Inc.
 December 1, 2022 Page 2
 FirstName LastNameSimon Allen
McGraw Hill, Inc.
December 1, 2022
Page 2
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

 FirstName LastNameSimon Allen
 Comapany NameMcGraw Hill, Inc.
 December 1, 2022 Page 3
 FirstName LastNameSimon Allen
McGraw Hill, Inc.
December 1, 2022
Page 3
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

 FirstName LastNameSimon Allen
 Comapany NameMcGraw Hill, Inc.
 December 1, 2022 Page 4
 FirstName LastName
Simon Allen
McGraw Hill, Inc.
December 1, 2022
Page 4
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.

 FirstName LastNameSimon Allen
 Comapany NameMcGraw Hill, Inc.
 December 1, 2022 Page 5
 FirstName LastName
Simon Allen
McGraw Hill, Inc.
December 1, 2022
Page 5
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.

 FirstName LastNameSimon Allen
 Comapany NameMcGraw Hill, Inc.
 December 1, 2022 Page 6
 FirstName LastName
Simon Allen
McGraw Hill, Inc.
December 1, 2022
Page 6
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