|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
McGraw Hill, Inc. (Name of Issuer) |
Common stock, par value $0.01 (Title of Class of Securities) |
580907103 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| CUSIP No. | 580907103 |
| 1 |
Names of Reporting Persons
PLATINUM EQUITY, LLC |
| 2 |
Check the appropriate box if a member of a Group (see instructions)
☐ (a) ☐ (b) |
| 3 | SEC Use Only |
| 4 |
Citizenship or Place of Organization
DELAWARE
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5
Sole Voting Power:
0.00 6
Shared Voting Power:
165,160,216.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
165,160,216.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
165,160,216.00 |
| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent of class represented by amount in row (9)
86.5 % |
| 12 |
Type of Reporting Person (See Instructions)
OO |
| CUSIP No. | 580907103 |
| 1 |
Names of Reporting Persons
Platinum Equity Investment Holdings, LLC |
| 2 |
Check the appropriate box if a member of a Group (see instructions)
☐ (a) ☐ (b) |
| 3 | SEC Use Only |
| 4 |
Citizenship or Place of Organization
DELAWARE
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5
Sole Voting Power:
0.00 6
Shared Voting Power:
165,160,216.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
165,160,216.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
165,160,216.00 |
| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent of class represented by amount in row (9)
86.5 % |
| 12 |
Type of Reporting Person (See Instructions)
OO |
| CUSIP No. | 580907103 |
| 1 |
Names of Reporting Persons
Platinum Equity Investment Holdings IC (Cayman), LLC |
| 2 |
Check the appropriate box if a member of a Group (see instructions)
☐ (a) ☐ (b) |
| 3 | SEC Use Only |
| 4 |
Citizenship or Place of Organization
DELAWARE
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5
Sole Voting Power:
0.00 6
Shared Voting Power:
165,160,216.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
165,160,216.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
165,160,216.00 |
| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent of class represented by amount in row (9)
86.5 % |
| 12 |
Type of Reporting Person (See Instructions)
OO |
| CUSIP No. | 580907103 |
| 1 |
Names of Reporting Persons
Platinum Equity InvestCo, L.P. |
| 2 |
Check the appropriate box if a member of a Group (see instructions)
☐ (a) ☐ (b) |
| 3 | SEC Use Only |
| 4 |
Citizenship or Place of Organization
CAYMAN ISLANDS
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5
Sole Voting Power:
0.00 6
Shared Voting Power:
165,160,216.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
165,160,216.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
165,160,216.00 |
| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent of class represented by amount in row (9)
86.5 % |
| 12 |
Type of Reporting Person (See Instructions)
PN |
| CUSIP No. | 580907103 |
| 1 |
Names of Reporting Persons
Platinum Equity Investment Holdings V, LLC |
| 2 |
Check the appropriate box if a member of a Group (see instructions)
☐ (a) ☐ (b) |
| 3 | SEC Use Only |
| 4 |
Citizenship or Place of Organization
DELAWARE
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5
Sole Voting Power:
0.00 6
Shared Voting Power:
165,160,216.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
165,160,216.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
165,160,216.00 |
| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent of class represented by amount in row (9)
86.5 % |
| 12 |
Type of Reporting Person (See Instructions)
OO |
| CUSIP No. | 580907103 |
| 1 |
Names of Reporting Persons
PE Mav Holdings, LLC |
| 2 |
Check the appropriate box if a member of a Group (see instructions)
☐ (a) ☐ (b) |
| 3 | SEC Use Only |
| 4 |
Citizenship or Place of Organization
DELAWARE
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5
Sole Voting Power:
0.00 6
Shared Voting Power:
165,160,216.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
165,160,216.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
165,160,216.00 |
| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent of class represented by amount in row (9)
86.5 % |
| 12 |
Type of Reporting Person (See Instructions)
OO |
| CUSIP No. | 580907103 |
| 1 |
Names of Reporting Persons
Tom Gores |
| 2 |
Check the appropriate box if a member of a Group (see instructions)
☐ (a) ☐ (b) |
| 3 | SEC Use Only |
| 4 |
Citizenship or Place of Organization
UNITED STATES
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5
Sole Voting Power:
0.00 6
Shared Voting Power:
165,160,216.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
165,160,216.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
165,160,216.00 |
| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent of class represented by amount in row (9)
86.5 % |
| 12 |
Type of Reporting Person (See Instructions)
IN |
| Item 1. | ||
| (a) |
Name of issuer:
McGraw Hill, Inc. | |
| (b) |
Address of issuer's principal executive offices:
8787 Orion Place, Columbus, OH, 43240 | |
| Item 2. | ||
| (a) |
Name of person filing:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
Platinum Equity, LLC
Platinum Equity Investment Holdings, LLC
Platinum Equity Investment Holdings IC (Cayman), LLC
Platinum Equity InvestCo, L.P.
Platinum Equity Investment Holdings V, LLC
PE Mav Holdings, LLC
Tom Gores | |
| (b) |
Address or principal business office or, if none, residence:
The principal business office address for each of the Reporting Persons is c/o Platinum Equity Advisors, LLC, 360 North Crescent Drive, South Building, Beverly Hills, CA 90210. | |
| (c) |
Citizenship:
Mr. Gores is a citizen of the United States. Platinum Equity InvestCo, L.P. is organized under the laws of the Cayman Islands. Each of the remaining Reporting Persons is organized under the laws of the State of Delaware. | |
| (d) |
Title of class of securities:
Common stock, par value $0.01 | |
| (e) |
CUSIP No.:
580907103 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | ☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | ☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | ☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) |
Amount beneficially owned:
The information contained on the cover pages to this Schedule 13G is incorporated by reference into this Item 4.
The ownership information presented herein represents beneficial ownership of Common Stock as of the date of this filing, based upon 191,001,519 shares of Common Stock outstanding as of August 11, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2025.
PE Mav Holdings, LLC is the record holder of the shares of Common Stock reported herein. Tom Gores is the manager of Platinum Equity, LLC, which is the sole member of Platinum Equity Investment Holdings, LLC, which is the sole member of Platinum Equity Investment Holdings IC (Cayman), LLC, which is the general partner of Platinum Equity InvestCo, L.P., which is the sole member of Platinum Equity Investment Holdings V, LLC, which is the manager of PE Mav Holdings, LLC. By virtue of these relationships, each of these entities and Mr. Gores may be deemed to share beneficial ownership of the securities reported herein. | |
| (b) |
Percent of class:
86.5% %
| |
| (c) |
Number of shares as to which the person has:
| |
|
(i) Sole power to vote or to direct the vote:
0 | ||
|
(ii) Shared power to vote or to direct the vote:
165,160,216 | ||
|
(iii) Sole power to dispose or to direct the disposition of:
0 | ||
|
(iv) Shared power to dispose or to direct the disposition of:
165,160,216 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
PLATINUM EQUITY, LLC |
| Signature: | /s/ Mary Ann Sigler | |
| Name/Title: | Mary Ann Sigler, Executive Vice President, Chief Financial Officer and Treasurer | |
| Date: | 11/13/2025 |
Platinum Equity Investment Holdings, LLC |
| Signature: | /s/ Mary Ann Sigler | |
| Name/Title: | Mary Ann Sigler, Vice President, Secretary and Treasurer | |
| Date: | 11/13/2025 |
Platinum Equity Investment Holdings IC (Cayman), LLC |
| Signature: | /s/ Mary Ann Sigler | |
| Name/Title: | Mary Ann Sigler, President | |
| Date: | 11/13/2025 |
Platinum Equity InvestCo, L.P. |
| Signature: | By: Platinum Equity Investment Holdings IC (Cayman), LLC, its general partner, By: /s/ Mary Ann Sigler | |
| Name/Title: | Mary Ann Sigler, President | |
| Date: | 11/13/2025 |
Platinum Equity Investment Holdings V, LLC |
| Signature: | /s/ Barbara Velasco | |
| Name/Title: | Barbara Velasco, Assistant Secretary | |
| Date: | 11/13/2025 |
PE Mav Holdings, LLC |
| Signature: | /s/ Barbara Velasco | |
| Name/Title: | Barbara Velasco, Assistant Secretary | |
| Date: | 11/13/2025 |
Tom Gores |
| Signature: | /s/ Mary Ann Sigler | |
| Name/Title: | Mary Ann Sigler, Attorney-in-Fact | |
| Date: | 11/13/2025 |
| Exhibit Information: Exhibit 24: Power of Attorney. Exhibit 99: Joint Filing Agreement. |
Exhibit 24
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Mary Ann Sigler as the undersigned’s true and lawful attorney-in-fact, with full power of substitution, for and in the name, place and stead of the undersigned, in any and all capacities, to:
(1) prepare and execute for and on behalf of the undersigned Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, including any joint filing agreement thereunder, and do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, or complete and execute any amendment or amendments thereto;
(2) prepare and execute for and on behalf of the undersigned reports of ownership on Schedule 13D or 13G under the Securities Exchange Act of 1934 and the rules thereunder, including any joint filing agreement thereunder, and do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such reports or schedules, and complete and execute any amendment or amendments thereto; and
(3) timely file such forms with the U.S. Securities and Exchange Commission and any stock exchange or similar authority, and to take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all that said attorney- in-fact, or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19th day of October, 2018.
| Tom Gores | |
| /s/ Tom Gores |
Exhibit 99
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of November 13, 2025.
| Platinum Equity, LLC | ||
| By: | /s/ Mary Ann Sigler | |
| Name: | Mary Ann Sigler | |
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |
| Platinum Equity Investment Holdings, LLC | ||
| By: | /s/ Mary Ann Sigler | |
| Name: | Mary Ann Sigler | |
| Title: | Vice President, Secretary and Treasurer | |
| Platinum Equity Investment Holdings IC (Cayman), LLC | ||
| By: | /s/ Mary Ann Sigler | |
| Name: | Mary Ann Sigler | |
| Title: | President | |
| Platinum Equity InvestCo, L.P. | ||
| By: Platinum Equity Investment Holdings IC (Cayman), LLC, its general partner | ||
| By: | /s/ Mary Ann Sigler | |
| Name: | Mary Ann Sigler | |
| Title: | President | |
| Platinum Equity Investment Holdings V, LLC | ||
| By: | /s/ Barbara Velasco | |
| Name: | Barbara Velasco | |
| Title: | Assistant Secretary | |
| PE Mav Holdings, LLC | ||
| By: | /s/ Barbara Velasco | |
| Name: | Barbara Velasco | |
| Title: | Assistant Secretary | |
| Tom Gores | ||
| By: | /s/ Mary Ann Sigler | |
| Name: | Mary Ann Sigler | |
| Title: | Attorney-in-Fact | |