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¶ – Release Delayed ·Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 2.52M
Business-Combination Transaction
65: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 23K
66: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 10K
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 465K
Liquidation or Succession
3: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 24K
12: EX-3.10 Articles of Incorporation/Organization or By-Laws HTML 60K
13: EX-3.11 Articles of Incorporation/Organization or By-Laws HTML 22K
14: EX-3.12 Articles of Incorporation/Organization or By-Laws HTML 59K
15: EX-3.13 Articles of Incorporation/Organization or By-Laws HTML 29K
16: EX-3.14 Articles of Incorporation/Organization or By-Laws HTML 59K
17: EX-3.15 Articles of Incorporation/Organization or By-Laws HTML 24K
18: EX-3.16 Articles of Incorporation/Organization or By-Laws HTML 61K
19: EX-3.17 Articles of Incorporation/Organization or By-Laws HTML 25K
20: EX-3.18 Articles of Incorporation/Organization or By-Laws HTML 59K
21: EX-3.19 Articles of Incorporation/Organization or By-Laws HTML 38K
4: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 61K
22: EX-3.20 Articles of Incorporation/Organization or By-Laws HTML 47K
23: EX-3.21 Articles of Incorporation/Organization or By-Laws HTML 23K
24: EX-3.22 Articles of Incorporation/Organization or By-Laws HTML 38K
25: EX-3.23 Articles of Incorporation/Organization or By-Laws HTML 23K
26: EX-3.24 Articles of Incorporation/Organization or By-Laws HTML 124K
5: EX-3.3 Articles of Incorporation/Organization or By-Laws HTML 24K
6: EX-3.4 Articles of Incorporation/Organization or By-Laws HTML 59K
7: EX-3.5 Articles of Incorporation/Organization or By-Laws HTML 24K
8: EX-3.6 Articles of Incorporation/Organization or By-Laws HTML 61K
9: EX-3.7 Articles of Incorporation/Organization or By-Laws HTML 57K
10: EX-3.8 Articles of Incorporation/Organization or By-Laws HTML 61K
11: EX-3.9 Articles of Incorporation/Organization or By-Laws HTML 21K
27: EX-4.1 Instrument Defining the Rights of Security Holders HTML 542K
28: EX-4.2 Instrument Defining the Rights of Security Holders HTML 112K
29: EX-5.1 Opinion re: Legality HTML 31K
30: EX-5.2 Opinion re: Legality HTML 31K
31: EX-8.1 Opinion re: Tax Matters HTML 26K
32: EX-10.1 Material Contract HTML 770K
41: EX-10.10 Material Contract HTML 97K
42: EX-10.11 Material Contract HTML 34K
43: EX-10.12 Material Contract HTML 34K
44: EX-10.13 Material Contract HTML 50K
45: EX-10.14 Material Contract HTML 71K
46: EX-10.15 Material Contract HTML 72K
47: EX-10.16 Material Contract HTML 108K
48: EX-10.17 Material Contract HTML 103K
49: EX-10.18 Material Contract HTML 91K
50: EX-10.19 Material Contract HTML 29K
33: EX-10.2 Material Contract HTML 192K
51: EX-10.20 Material Contract HTML 112K
52: EX-10.21 Material Contract HTML 101K
53: EX-10.22 Material Contract HTML 63K
54: EX-10.23 Material Contract HTML 23K
55: EX-10.24 Material Contract HTML 22K
56: EX-10.25 Material Contract HTML 95K
34: EX-10.3 Material Contract HTML 62K
35: EX-10.4 Material Contract HTML 46K
36: EX-10.5 Material Contract HTML 52K
37: EX-10.6 Material Contract HTML 93K
38: EX-10.7 Material Contract HTML 39K
39: EX-10.8 Material Contract HTML 31K
40: EX-10.9 Material Contract HTML 24K
58: EX-21.1 Subsidiaries HTML 43K
59: EX-23.1 Consent of Experts or Counsel HTML 20K
60: EX-25.1 Statement re: Eligibility of Trustee -- Form T-1|2 HTML 116K
61: EX-99.1 Miscellaneous Exhibit HTML 137K
62: EX-99.2 Miscellaneous Exhibit HTML 36K
63: EX-99.3 Miscellaneous Exhibit HTML 24K
64: EX-99.4 Miscellaneous Exhibit HTML 27K
57: EX-12.1 Statement re: Computation of Ratios HTML 30K
| EX-99.2 |
Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
MCGRAW-HILL GLOBAL EDUCATION HOLDINGS, LLC
MCGRAW-HILL GLOBAL EDUCATION FINANCE, INC.
Offer to Exchange
$800,000,000 Aggregate Principal Amount of their
9.75% First-Priority Senior Secured Notes due 2021 (CUSIP Number 580638 AB0) which
Have Been Registered under the Securities Act of 1933
for a Like Aggregate Principal Amount of their
9.75% First-Priority Senior Secured Notes due 2021 (CUSIP Numbers 580638 AA2 / U58030 AA2)
This form or one substantially equivalent hereto must be used to accept the Exchange Offer of McGraw-Hill Global Education Holdings, LLC and McGraw-Hill Global Education Finance, Inc. (together, the “Issuers”) made pursuant to the prospectus dated , 2014 (the “Prospectus”), if certificates for the outstanding $800,000,000 aggregate principal amount of their 9.75% First-Priority Senior Secured Notes due 2021 (CUSIP Numbers 580638 AA2 / U58030 AA2) (the “Initial Notes”) are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit the Initial Notes and all required documents to reach the Issuers prior to 5:00 p.m., New York City time, on the Expiration Date of the Exchange Offer. Such form may be delivered or transmitted by telegram, telex, facsimile transmission, mail or hand delivery to Wilmington Trust, National Association (the “Exchange Agent”) as set forth below and must be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. In addition, in order to utilize the guaranteed delivery, a Letter of Transmittal (or facsimile thereof), must also be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. Certificates for all tendered Initial Notes in proper form for transfer or a book-entry confirmation with an agent’s message, as the case may be, and all other documents required by the Letter of Transmittal must be received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date. Capitalized terms not defined herein are defined in the Prospectus.
Delivery to:
Wilmington Trust, National Association
Exchange Agent
By overnight delivery, courier or hand or certified or registered mail:
Wilmington Trust, National Association,
c/o Wilmington Trust Company
Rodney Square North
1100 North Market Street
Attention: Sam Hamed
By facsimile:
(302) 636-4139
Attention: Sam Hamed
For information or confirmation by telephone:
(302) 636-6181
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Issuers the principal amount of Initial Notes set forth below, pursuant to the guaranteed delivery procedure described in “The Exchange Offer—Procedures for Tendering Initial Notes” section of the Prospectus.
| Principal Amount of Initial Notes Tendered1 | ||
| $ | ||
| Certificate Nos. (if available): | ||
| Total Principal Amount Represented by Initial Notes Certificate(s): |
If Initial Notes will be delivered by book-entry transfer to The Depository Trust Company, provide account number. | |||||||
| $ |
|
Account Number |
| |||||
| ANY AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE THE DEATH OR INCAPACITY OF THE UNDERSIGNED AND EVERY OBLIGATION OF THE UNDERSIGNED HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF THE UNDERSIGNED. |
PLEASE SIGN HERE
| X | ||
| X | ||
Signature(s) of Owner(s) or Authorized Signatory
Date
Area Code and Telephone Number:
Must be signed by the holder(s) of Initial Notes as their name(s) appear(s) on certificate(s) for Initial Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below.
| 1 | Must be in denominations of principal amount of $2,000 and integral multiples of $1,000 in excess thereof. |
PLEASE PRINT NAME(S) AND ADDRESS(ES)
| Name(s): | ||
| Capacity: | ||
| Address(es): | ||
GUARANTEE
The undersigned, a member of a registered national securities exchange, or a member of the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company having an office or correspondent in the United States, hereby guarantees that the certificates representing the principal amount of Initial Notes tendered hereby in proper form for transfer, or timely confirmation of the book-entry transfer of such Initial Notes into the Exchange Agent’s account at The Depository Trust Company pursuant to the procedures set forth in “The Exchange Offer—Procedures for Tendering Initial Notes” section of the Prospectus, together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) with any required signature guarantee and any other documents required by the Letter of Transmittal, will be received by the Exchange Agent at the address set forth above, no later than three New York Stock Exchange trading days after the Expiration Date.
| Name of Firm |
| Address |
| Zip Code |
| Area Code and Tel. No. |
| Authorized Signature |
| Title |
| Name: | ||
| (Please Type or Print) | ||
| Dated: |
| NOTE: | DO NOT SEND CERTIFICATES FOR INITIAL NOTES WITH THIS FORM. CERTIFICATES FOR INITIAL NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL. |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/12/14 SEC UPLOAD¶ 10/20/17 1:142K McGraw-Hill Global Education… LLC 5/06/14 SEC UPLOAD¶ 10/20/17 1:149K McGraw-Hill Global Education… LLC 2/27/14 SEC UPLOAD¶ 10/20/17 1:206K McGraw-Hill Global Education… LLC |