Mcgraw-Hill Global Education Holdings LLC

8 yr: Registration: 144A/Reg S; Comments: Down to US$400m from (US$670m) Loan will be upsized by US$270m. 8NC3. sr notes. 144A/RegS. Px Talk: 8.00% area. MWC+50bp. CoC: 101%. Equity claw up to 40% at 107.875% prior to 5/15/19. Settle T+4.;