ʯÁñÊÓƵ»ÆÉ«°æ

Los Angeles and New York (June 15, 2021) ʯÁñÊÓƵ»ÆÉ«°æ“ Platinum Equity announced today that it has entered into a definitive agreement to acquire McGraw Hill, a global leader in ʯÁñÊÓƵ»ÆÉ«°æal content and digital platforms, from funds (the "Apollo Funds") managed by affiliates of Apollo Global Management, Inc. (NYSE: APO) (together with its consolidated subsidiaries, "Apollo") for a purchase price of approximately $4.5 billion.

Founded in 1888, McGraw Hill provides outcome-focused learning solutions to millions of ʯÁñÊÓƵ»ÆÉ«°æ globally, delivering both curated content and digital learning tools and platforms to the classrooms of approximately 250,000 higher ʯÁñÊÓƵ»ÆÉ«°æ instructors, 13,000 pre-kindergarten through 12th grade school districts, and a wide variety of academic institutions, professionals and companies. Its products are distributed in more than 100 countries across the Americas, Asia-Pacific, Europe, India and the Middle East.

"We believe in McGraw HillʯÁñÊÓƵ»ÆÉ«°æ™s mission to create a brighter future for learners of all ages around the world," said Platinum Equity founder and CEO Tom Gores. "The pandemic has been especially disruptive to ʯÁñÊÓƵ»ÆÉ«°æ, and investing in innovative solutions, and digital learning tools in particular, is more important than ever. We are excited about the opportunity to put our operational and financial resources to work on behalf of ʯÁñÊÓƵ»ÆÉ«°æ and teachers everywhere."

"McGraw Hill is a trusted brand that has been delivering best-in-class content to the ʯÁñÊÓƵ»ÆÉ«°æ sector for more than 130 years," said Platinum Equity Partner Jacob Kotzubei. "The company has a seasoned management team with deep industry experience. We look forward to partnering with McGraw Hill CEO Simon Allen to support the companyʯÁñÊÓƵ»ÆÉ«°æ™s continued growth and innovation."

Today, McGraw Hill generates more than $1 billion a year in revenue from digital products and has grown digital as a percentage of revenue from less than 25% in 2013, at the time of the Apollo FundsʯÁñÊÓƵ»ÆÉ«°æ™ acquisition, to more than 60% today and over 80% in its Higher Education business. Since 2013, McGraw Hill completed six digitally focused acquisitions and transformed the business to drive digital growth, higher recurring revenues and margin expansion.

"The leadership and employees of McGraw Hill have demonstrated tremendous agility and innovation in transforming the company from a print-centric organization to one that today provides engaging, intuitive and effective digital products that help drive student success," said Larry Berg, Senior Partner in Private Equity at Apollo and Chairman of the Board of McGraw Hill.

"We have great admiration for McGraw HillʯÁñÊÓƵ»ÆÉ«°æ™s management and employees around the globe and are proud to have supported the transformation of McGraw Hill into a leader in the ʯÁñÊÓƵ»ÆÉ«°æ sector with a digital-first approach," said ApolloʯÁñÊÓƵ»ÆÉ«°æ™s Itai Wallach. "We believe McGraw Hill is very well positioned for its next phase of growth."

McGraw Hill CEO Simon Allen and his senior leadership team will continue to lead the business under PlatinumʯÁñÊÓƵ»ÆÉ«°æ™s ownership.

"Our company has extraordinary strengths ʯÁñÊÓƵ»ÆÉ«°æ“ the best talent, technology and content in the industry, a deeply trusted brand and an unwavering commitment to educators and ʯÁñÊÓƵ»ÆÉ«°æ to help them thrive," said Mr. Allen. "Working with Apollo, we have transformed our business. Now, with PlatinumʯÁñÊÓƵ»ÆÉ«°æ™s resources and expertise, we will be positioned to accelerate our digital growth and to continue to lead the way as a trusted ʯÁñÊÓƵ»ÆÉ«°æ partner during a dynamic time for the industry. I look forward to working with the Platinum team to build our business in a way that will benefit our customers, our employees and our investors."

"McGraw Hill is a highly scalable enterprise with substantial opportunities for additional expansion," said Platinum Equity Managing Director Luke Myers. "We will continue investing in the companyʯÁñÊÓƵ»ÆÉ«°æ™s existing ʯÁñÊÓƵ»ÆÉ«°æal offerings while pursuing new avenues for growth both organically and through potential strategic acquisitions."

The sale is expected to be completed this summer, subject to customary closing conditions and regulatory approval.

Gibson, Dunn & Crutcher LLP is serving as legal advisor to Platinum Equity on the acquisition of McGraw Hill and Willkie Farr is providing financing counsel to Platinum Equity on the transaction. BofA Securities is the lead underwriter for the debt financing. Paul, Weiss, Rifkind, Wharton & GarrisonʯÁñÊÓƵ»ÆÉ«°æ¯LLP is serving as legal counsel to McGraw Hill and the Apollo Funds, and Macquarie Capital and BMO Capital Markets Corp. are serving as financial advisors to McGraw Hill.

ʯÁñÊÓƵ»ÆÉ«°æ Platinum Equity

Founded in 1995 by , Platinum Equity is a global investment firm with more than $25 billion of assets under management and a of approximately 40 operating companies that serve customers around the world. The firm is currently investing from , a $10 billion global buyout fund, and , a $1.5 billion buyout fund focused on investment opportunities in the lower middle market. Platinum Equity specializes in mergers, acquisitions and operations ʯÁñÊÓƵ»ÆÉ«°æ“ a trademarked strategy it calls M&A&O® ʯÁñÊÓƵ»ÆÉ«°æ“ acquiring and operating companies in a broad range of business markets, including manufacturing, distribution, transportation and logistics, equipment rental, metals services, media and entertainment, technology, telecommunications and other industries. Over the past 25 years Platinum Equity has completed more than 300 acquisitions.

ʯÁñÊÓƵ»ÆÉ«°æ Apollo

Apollo is a high-growth, global alternative asset manager. We seek to provide our clients excess return at every point along the risk-reward spectrum from investment grade to private equity with a focus on three business strategies: yield, hybrid and opportunistic. Through our investment activity across our fully integrated platform, we serve the retirement income and financial return needs of our clients, and we offer innovative capital solutions to businesses. Our patient, creative, knowledgeable approach to investing aligns our clients, businesses we invest in, our employees and the communities we impact, to expand opportunity and achieve positive outcomes. As of March 31, 2021, Apollo had approximately $461 billion of assets under management. To learn more, please .