McGraw-Hill Global Education Holdings Launches Notes Offering

NEW YORK, March 8, 2013 /PRNewswire/ -- McGraw-Hill Global Education Holdings, LLC ("MH Global Education") and McGraw-Hill Global Education Finance, Inc., entities formed by investment funds affiliated with Apollo Global Management, LLC (NYSE: APO) (collectively with its subsidiaries, "Apollo"), announced today the launch of an offering of $1.05 billion aggregate principal amount of first priority senior secured notes due 2021 (the "notes") in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act").  The net proceeds from the offering will be used to fund a portion of the acquisition consideration for the previously announced acquisition of the McGraw-Hill Education business of The McGraw-Hill Companies, Inc. (NYSE: MHP) by investment funds affiliated with Apollo.  The offering is subject to market conditions and other factors.

The notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States, only to non-U.S. investors pursuant to Regulation S. The notes will not be initially registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

About McGraw-Hill Education
McGraw-Hill Education is a digital learning company that draws on its more than 100 years of educational expertise to offer solutions that improve learning outcomes around the world. McGraw-Hill Education is the adaptive education technology leader with the vision for creating a highly personalized learning experience that prepares students of all ages for the world that awaits. McGraw-Hill Education has offices across North America, India, China, Europe, the Middle East and South America, and makes its learning solutions available in more than 60 languages. For additional information, visit www.mheducation.com.

About Apollo
Apollo is a leading global alternative investment manager with offices in New York, Los Angeles, Houston, London, Frankfurt, Luxembourg, Singapore, Mumbai and Hong Kong. Apollo had assets under management of approximately $113 billion as of December 31, 2012, in private equity, credit and real estate funds invested across a core group of nine industries where Apollo has considerable knowledge and resources. For more information about Apollo, please visit www.agm.com.

Forward-Looking Statements
This release includes "forward‐looking statements" intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements contain words such as "may," "will," "project," "might," "expect," "believe," "anticipate," "intend," "could," "would," "estimate," "continue" or "pursue," or the negative or other variations thereof or comparable terminology. In particular, they include statements relating to, among other things, future actions, new projects, strategies, future performance, the outcomes of contingencies and future financial results of MH Global Education. These forward‐looking statements are based on current expectations and projections about future events.

Any forward‐looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. MH Global Education disclaims any obligation to update the forward‐looking statements. You are cautioned not to place undue reliance on these forward‐looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this press release.

SOURCE McGraw-Hill Education

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