Mcgraw Hill, Inc. · NYSE:MH
Mcgraw Hill — Debt Investor Presentation (September 2025)
38 slides from Mcgraw Hill's debt investor presentation, Sep 2, 2025
Slide 1: Lender Presentation September 2025
Exhibit 99.1 Lender Presentation September 2025
Slide 2: Disclaimer: Confidentiality and Forward-Looking Statements
Disclaimer Confidentiality The presentation is confidential and is intended only for the use of the person(s) to whom it is provided and who has signed a confidentiality agreement with us or is otherwise subject to a confidentiality undertaking in favor of the Company. The presentation may not be re
Slide 3: Disclaimer: Miscellaneous
Disclaimer Miscellaneous We and our directors, officers, employees, advisors, and other representatives expressly disclaim any and all liability relating to or resulting from the use of this presentation, reliance on the information contained herein, omissions from this presentation, or the distribu
Slide 4: Today's Agenda
Today’s Agenda Transaction Overview 6 Business Update 11 Appendix 21 4
Slide 5: Today's Presenters
Today’s Presenters Bob Sallmann Kevin Smith Chief Financial Officer Head of Debt Capital Markets McGraw Hill Platinum Equity 5
Slide 6: Transaction Overview
Transaction Overview 1
Slide 7: Executive Summary
Executive Summary ❑ McGraw Hill, Inc. (“McGraw Hill” or “Company”), a publicly traded company majority owned by Platinum Equity, LLC (“Platinum”) is a leading global provider of information solutions for education serving the diverse needs of students, educators and institutions across the entire le
Slide 8: Sources & Uses and Pro Forma Capitalization
Sources & Uses and Pro Forma Capitalization ($ in millions) ($ in millions) As Adjusted Capitalization Sources and Uses As of As Adj. Further Adj. Sources Maturity 6/30/25 Adj. 6/30/25 Adj. 6/30/25 Repriced Term Loan B $771 1 $247 $-- $247 $-- $247 Cash and Cash Equivalents Total Sources $771 ABL Re
Slide 9: Summary of Indicative Terms – Repriced Term Loan B
Summary of Indicative Terms – Repriced Term Loan B Summary of Terms Borrower: McGraw-Hill Education, Inc. (the “Borrower”) Mav Intermediate Holding II Corporation (“Holdings”) and other existing and future wholly-owned material domestic restricted subsidiaries of the Guarantors: Borrower, subject to
Slide 10: Indicative Transaction Timeline
Indicative Transaction Timeline September 2025 Sun Mon Tue Wed Thu Fri Sat 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Bank Holiday Key Transaction Day Date: Event: nd Tuesday, September 2 • Lender Call at 10:00AM ET th Thursday, September 4 • Lender Commitments
Slide 11: Business Update
Business Update 2
Slide 12: Market position note (Elsevier owned by RELX)
12 • Note: Elsevier is owned by RELX.
Slide 13: Fiscal Year 2025 key metrics and business strengths
Fiscal Year 2025 82% $2.1B Digital Revenue • Trusted, Market-Leading Global Brand with Over 1 Revenue (excl. K-12) 135-Year History • Leveraging Data Science and AI to Drive Innovation and Improve Learner Outcomes 26M ~60M • Extensive Scale and Wealth of Data Across the Paid Digital Learners and Edu
Slide 14: Fiscal Q1 2026 Highlights
Fiscal Q1 2026 Highlights • Sustained momentum and market share $388M $536M gains amid the predictably smaller fiscal Re-occurring Revenue year 2026 market Revenue +2.4% Y/Y +7.1% Y/Y • Market leadership driven by high-quality re- occurring and digital revenue growth 61% • Expanded profitability whi
Slide 15: Total Company FY26-Q1 Revenue
Total Company FY26-Q1 Revenue $ in millions 1 Re-occurring Revenue Digital Revenue Total Revenue +2.4% +7.1% +7.2% $536 $388 $325 $523 $362 $303 FY25-Q1 FY26-Q1 FY25-Q1 FY26-Q1 FY25-Q1 FY26-Q1 % Re- 69% 72% occurring 58% 61% % Digital 15 st Note: Amounts may not sum due to rounding. GAAP Basis. Comp
Slide 16: Total Company FY26-Q1 Margin Profile
Total Company FY26-Q1 Margin Profile $ in millions 2 Gross Profit¹ Adj. EBITDA +3.7% +7.2% $412 $191 $398 $179 FY25-Q1 FY26-Q1 FY25-Q1 FY26-Q1 % Gross Profit % Adj. EBITDA 76% 77% 34% 36% Margin Margin 16 (1) See slide 38 for Gross Profit and Gross Margin Reconciliation. Gross profit is revenue less
Slide 17: FY26-Q1 Revenue by Segment
McGraw Hill FY26-Q1 Revenue by Segment $ in millions K-12 Higher Education -1.4% +14.1% $275 $182 $271 $160 +6.8% +10.1% $160 $149 $184 $167 FY25-Q1 FY26-Q1 FY25-Q1 FY26-Q1 % Re-occurring % Re-occurring 61% 68% 93% 87% % Digital % Digital 36% 96% 40% 93% % Digital % Digital International* Global Pro
Slide 18: Consolidated FY26-Q1 Cash Flow Summary
Consolidated FY26-Q1 Cash Flow Summary $ in millions Three Months Ended June 30 FY26-Q1 FY25-Q1 Variance TTM Net Income (Loss) 1 (9) 10 (76) Adjustments to reconcile net income (loss) to net cash provided by operating activities: D&A, Provisions, Impairments, and Other 137 142 (5) 523 Change in Work
Slide 19: Balance Sheet and Liquidity
Balance Sheet and Liquidity Debt Profile: 6/30/25 ($ in Millions) • Cash on hand of $247M; Total committed Senior Secured Term Loan due 2031 $1,157 1 Revolving Credit Facility due 2029 ($450M) liquidity of $697M (cash, revolver & ABL) - Senior Secured Notes due 2028 828 Senior Secured Notes due 2031
Slide 20: FY26 – Guidance
FY26 – Guidance $ in millions 1 FY26 Guidance Low High Revenue $1,986 $2,046 Re-occurring Revenue $1,477 $1,517 2 Adjusted EBITDA $663 $703 20 (1) Guidance as of August 14, 2025 (2) See slide 36 for a definition of Adj. EBITDA.
Slide 21: Appendix A
Appendix A
Slide 22: Investment Highlights
Investment Highlights Trusted, Market-Leading Global Brand with Deep Expertise in Learning Science 01 Leading Suite of Digital Solutions Across the Entire Learning Continuum 02 Agile Content Model Supported by High-Quality, Proprietary Digital Content 03 Leveraging Data Science, Machine Learning, an
Slide 23: Expanding Digital and Re-occurring Revenue
Expanding Digital and Re-occurring Revenue 1 2 Paid Digital Users Evolution Digital Revenue Mix Evolution (%) Re-occurring Revenue Mix⁴ Evolution (%) 3 >2x ~1.7x >2x 65% 31% (1) Paid Digital Users represents the learners or educators who purchased a license to gain access to one of our many digital
Slide 24: We Serve a Large, Essential Market with Strong Secular Tailwinds
We Serve a Large, Essential Market… …With Strong Secular Tailwinds $5.5B • Highly Resilient and Growing $9.3B End Market $2.9B $30B 1 TAM • Modernization of Learning Technology $12.3B • Demand for Data-Driven, Personalized Learning 2 3 K-12 Global Professional International Higher Education • Need f
Slide 25: Established Market-Leading Digital Learning Solutions
Established Market-Leading Digital Learning Solutions >64M Lifetime Learners >30M Lifetime Learners >34M Lifetime Learners In 94% of U.S. Medical Schools Personalized learning Market leading digital solution for Market leading digital learning Interactive digital solution supporting K-12 and K-12 su
Slide 26: Recent GenAI Innovation: AI Reader & Scribe
Recent GenAI Innovation: AI Reader & Scribe McGraw Hill’s Holistic Approach to AI AI Reader: Simplifies concepts with instant explanations and interactive quizzes AI Capabilities 1 Increases Time on Solution by >30% What AI is currently capable of doing Engages with Interactive Quizzes Simplifies Co
Slide 27: Annual Revenue Summary
Annual Revenue Summary $ in millions | FYE 3/31 2 Total Revenue Re-occurring Revenue Digital Revenue ~8% ~11% ~10% FY21 – FY25 CAGR FY21 – FY25 CAGR FY21 – FY25 CAGR $ 2,101 $ 1,960 $ 1,948 $ 1,790 $ 1,545 $1,457 $ 1,359 $1,315 $ 1,255 $1,223 $ 1,147 $1,102 $ 1,053 $953 $927 1 1 1 FY21 FY22 FY23 FY2
Slide 28: Annual Margin Summary
Annual Margin Summary $ in millions | FYE 3/31 2 Gross Profit¹ Adj. EBITDA $1,679 $1,540 $1,483 $1,397 $727 $657 $634 $618 3 3 FY22 FY23 FY24 FY25 FY22 FY23 FY24 FY25 % Gross % Adj 78% 76% 79% Profit 80% 35% 32% 33% 35% EBITDA 1 Margin 2 Margin (1) See slide 38 for Gross Profit and Gross Margin Reco
Slide 29: Annual Revenue by Segment
Annual Revenue by Segment $ in millions | FYE 3/31 K-12 Higher Education FY21 – FY25 FY21 – FY25 CAGR: 14% CAGR: 5% $958 $970 $783 $905 $702 $664 $649 $654 $791 $584 FY21 FY22 FY23 FY24 FY25 FY21 FY22 FY23 FY24 FY25 57% 55% 57% 61% 62% 78% 79% 81% 83% 85% Re-occurring % 43% 42% 43% 47% 44% 81% 83% 8
Slide 30: Medium-Long Range Framework
Medium-Long Range Framework Medium-Long Term FY2023A FY2024A FY2025A Targets Revenue Growth 8.8% 0.7% 7.2% 5%+ Re-occurring Revenue 62.8% 67.1% 69.3% 75%+ (% of Total Revenue) Digital Revenue 58.9% 64.0% 64.7% 75%+ (% of Total Revenue) 1 Gross Margin 76.1% 78.6% 79.9% 82%+ Adjusted 31.7% 33.5% 34.6%
Slide 31: K-12 Core Purchasing Schedules Drive Strong Predictability
K-12 Core Purchasing Schedules Drive Strong Predictability K-12 Core Market Size Predictable Purchasing Schedules All Other States Top 3 States (CA, FL, TX) Strong Alignment with Core Subject Pipeline, Well-Positioned to Capitalize on Upcoming Opportunities FY2020A FY2021A FY2022A FY2023A FY2024A FY
Slide 32: Adjusted EBITDA Reconciliation – Three Months Ended June
Adjusted EBITDA Reconciliation – Three Months Ended June 30 $ in millions Note: Amounts may not sum due to rounding. 32
Slide 33: Adjusted EBITDA Footnotes – Three Months Ended June
Adjusted EBITDA Footnotes – Three Months Ended June 30 a. Represents severance and other expenses associated with headcount reductions and other cost savings initiated as part of our formal restructuring initiatives. b. For the three months ended June 30, 2025 and 2024, represents $2.5 million of ad
Slide 34: Adjusted EBITDA Reconciliation – Fiscal Years Ended March
Adjusted EBITDA Reconciliation – Fiscal Years Ended March 31 $ in millions | FYE 3/31 Note: Amounts may not sum due to rounding. (1) Results for FY2022 represent the sum of the reported results of the predecessor entity, prior to giving effect to the acquisition by Platinum, for the period from Apri
Slide 35: Adjusted EBITDA Footnotes – Fiscal Years Ended March
Adjusted EBITDA Footnotes – Fiscal Years Ended March 31 a. Represents severance and other expenses associated with headcount reductions and other cost savings initiated as part of our formal restructuring initiatives. b. Represents the effects of the application of purchase accounting associated wit
Slide 36: Terms: EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin
Terms: EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are presented because our management uses them to assess our performance. We believe they reflect the underlying trends and indicators of our business and allow management to focus on the mos
Slide 37: Terms: Re-occurring Revenue, Transactional Revenue and RPO
Terms: Re-occurring Revenue, Transactional Revenue and RPO Re-occurring Revenue includes revenue from offerings that are generally sold as digital subscriptions and multi-year print products. Revenue from digital subscriptions, which are paid for at the time of sale or shortly thereafter, is recogni
Slide 38: Gross Profit and Gross Margin Reconciliation
1 Gross Profit and Gross Margin Reconciliation $ in millions Three Months Ended June 30 Fiscal Years Ended March 31 Note: Amounts may not sum due to rounding. (1) Due to the inherent subjectivity in the classification of costs between cost of sales and operating and administrative expenses across ou
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