McGraw-Hill sets roadshow for $2.03 billion two-part notes backing Platinum Equity LBO

By Paul A. Harris

Portland, Ore., July 12 – A roadshow starts Wednesday for a $2.03 billion two-part high-yield notes offer backing the acquisition of McGraw-Hill Education, Inc. by Platinum Equity Partners, according to a syndicate source.

The deal, which is set to kick off on an investor call scheduled to begin at 11 a.m. ET on Wednesday, features $1.15 billion of seven-year senior secured notes and $875 million of eight-year senior unsecured notes.

The notes in both tranches are covered by three years of call protection, with initial call premiums to be set at par plus 50% of the respective coupons.

The secured notes, but not the unsecured notes, have a special call allowing the issuer to redeem 10% of the notes annually at 103 during the non-call period.

The notes in both tranches feature three-year 40% equity clawbacks, and 101% poison puts.

The roadshow runs through Monday, July 19, and the Rule 144A for life deal is expected to price during the week of July 19.

BofA Securities, Inc. is the left bookrunner. BMO Capital Markets Corp., Macquarie, BNP Paribas Securities Corp., Deutsche Bank Securities Inc., PNC Capital Markets LLC and UBS Securities LLC are the joint bookrunners.

The initial issuing entity will be MAV Acquisition Corp. Following the completion of the acquisition the issuer will be McGraw-Hill Education.

Proceeds will be used to fund the acquisition of the New York-based publisher of educational resources and textbooks by Platinum Equity Advisors.

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