UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~March~~April 3018, 2016

McGraw-Hill Global Education Intermediate Holdings, LLC

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)




333-193697-01		80-0899362
(Commission File Number)		(IRS Employer Identification No.)




2 Penn Plaza New York, NY		10121
(Address of Principal Executive Offices)		(Zip Code)

(646) 766-2626

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


□	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


□	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


□	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


□	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 7.01	Regulation FD Disclosure

~~Attached~~On asApril ~~Exhibit~~18, ~~99.1~~2016, ~~hereto~~McGraw-Hill ~~are~~Global ~~presentation~~Education ~~materials~~Holdings, ~~released~~LLC by(the “Company”), a wholly owned subsidiary of McGraw-Hill Global Education Intermediate Holdings, LLC (the “~~Company~~Registrant”), onannounced ~~March~~that ~~30,~~it ~~2016~~is ~~relating~~seeking toa $350 million first lien revolving credit facility (the ~~Company’s~~“Revolving ~~results~~Facility”) ~~for~~and a $1,305 million first lien term loan (the ~~fiscal~~“Term ~~quarter~~Loan Facility” and, ~~fiscal~~together ~~year~~with ~~ended~~the ~~December~~Revolving 31Facility, ~~2015~~the “New Facilities”).

~~The~~Concurrently ~~information~~with ~~set~~its ~~forth~~entry ininto ~~Item 7~~the New Facilities, the Company plans to (i) combine its business with that of McGraw-Hill School Education Holdings, LLC (“McGraw-Hill Schools”), which operates the K-12 business of the Company’s indirect parent, McGraw-Hill Education, Inc.01 ~~hereto~~(“Parent”), and is a side-by-side subsidiary with the Company, (ii) incur senior unsecured debt in an amount sufficient, when taken together with the ~~attached~~proceeds ~~Exhibit~~of ~~99.1~~the isTerm ~~deemed~~Loan Facility, to becomplete ~~“furnished”~~the refinancing transactions and ~~shall~~payment ~~not~~of befees ~~deemed~~and toexpenses bedescribed ~~“filed”~~below, ~~for~~(iii) ~~purposes~~repurchase or redeem all of ~~Section 18~~the 9.75% First-Priority Senior Secured Notes due 2021 of the ~~Securities~~Company and ~~Exchange~~McGraw-Hill ~~Act~~Global Education Finance, Inc., (iv) repay in full all amounts outstanding under the Company’s existing credit facilities and terminate all commitments thereunder, (v) repay in full all amounts outstanding under McGraw-Hill Schools’ existing senior secured term loans and terminate all commitments thereunder, (vi) terminate all commitments and replace all letters of ~~1934~~credit outstanding under McGraw-Hill Schools’ existing revolving facility, as(vii) ~~amended~~fund a dividend to the stockholders of Parent and (viii) pay related fees and expenses.

In addition, the Registrant is disclosing under Item 7.01 of this Current Report on Form 8-K the information attached to this report as Exhibit 99.1, which information is incorporated by reference herein. This information, which has not been previously reported, is being provided on April 18, 2016 to lenders in connection with the New Facilities.

The information set forth in this Item 7.01 and in the attached Exhibit 99.1 are deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

Item 9.01 Financial Statements and Exhibits.

(d) - Exhibits

The following exhibits are being furnished with this Current Report on Form 8-K.

Exhibit No. Description

99.1 ~~Presentation~~Lenders materials released by McGraw-Hill Global Education Intermediate Holdings, LLC (the “Company”) on March 30, 2016 relating to the Company’s results for the fiscal quarter and fiscal year ended December 31, 2015Presentation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.




	McGraw-Hill Global Education Intermediate Holdings, LLC
	By:	/s/ David Stafford
		Name: David Stafford
		Title: Senior Vice President and General Counsel

Dated: ~~March~~April 3018, 2016

EXHIBIT INDEX


Exhibit No.	Description

Filing Compare · McGraw-Hill Global Education Intermediate Holdings, LLC