SCHEDULE 13G: Platinum Equity Group Discloses 86.5% Stake in McGraw Hill

A group led by Platinum Equity and Tom Gores has disclosed a significant 86.5% beneficial ownership stake in McGraw Hill, Inc., holding 165,160,216 shares.

Summary

• Platinum Equity, LLC, along with several affiliated entities and Tom Gores, collectively reported beneficial ownership of 165,160,216 shares of McGraw Hill, Inc. common stock.
• This represents an 86.5% stake in the company, based on 191,001,519 shares outstanding as of August 11, 2025.
• The reporting persons, including Tom Gores, share both voting and dispositive power over all 165,160,216 shares.
• PE Mav Holdings, LLC is the record holder of these shares, with the other entities and Tom Gores linked through a hierarchical ownership structure.
• The disclosure was made under Rule 13d-1(c), indicating a group filing by non-institutional investors or a group not holding for investment purposes only.

Sentiment

Score: 6

Explanation: The disclosure indicates a stable, highly concentrated ownership structure by a private equity group, which can be seen as positive for long-term strategic alignment but neutral to negative for public float and minority shareholder influence.

Positives

• A substantial 86.5% ownership by a private equity group and its principal suggests strong control and a unified strategic direction for McGraw Hill, Inc.
• The long-term nature of private equity involvement often implies a focus on operational improvements and value creation.

Negatives

• Such a high concentration of ownership (86.5%) by a single group significantly limits the public float and liquidity of McGraw Hill, Inc. common stock.
• Minority shareholders may have limited influence over corporate decisions due to the dominant control exercised by the Platinum Equity group.

Risks

• The highly concentrated ownership structure could lead to decisions that primarily benefit the controlling group, potentially at the expense of minority shareholders.
• Limited public float may result in higher price volatility and difficulty for investors to buy or sell large blocks of shares without impacting the market price.

Future Outlook

This is a disclosure of current beneficial ownership and does not contain forward-looking statements or guidance regarding McGraw Hill, Inc.'s future business operations or financial performance.

Management Comments

• "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."

Industry Context

The disclosure of a private equity firm, Platinum Equity, holding a dominant stake in McGraw Hill, Inc. is consistent with a trend of private equity involvement in established companies, often with the aim of restructuring, optimizing operations, and eventually exiting through a sale or IPO. This level of ownership suggests a strong influence over the company's strategic direction, typical for private equity-backed entities.

Comparison to Industry Standards

• Not applicable, as this disclosure primarily concerns beneficial ownership rather than operational or financial results that would be benchmarked against industry peers.

Management Changes

Corporate Governance

Related Party Transactions

• No related party transactions are explicitly disclosed beyond the ownership structure linking the various Platinum Equity entities and Tom Gores.

Stakeholder Impact

• Shareholders (Minority): May experience reduced liquidity and influence due to the dominant 86.5% ownership by the Platinum Equity group.
• Company Management: Will likely operate under the strategic direction and oversight of the controlling Platinum Equity group.
• Employees, Customers, Suppliers: Potential for strategic shifts or operational changes driven by the controlling owner's objectives, though not directly detailed in this disclosure.

Next Steps

• The reporting persons will continue to file amendments to Schedule 13G if there are material changes to their beneficial ownership of McGraw Hill, Inc.

Key Dates

Recommendation

The disclosure reveals a highly concentrated ownership structure, with Platinum Equity and Tom Gores holding 86.5% of McGraw Hill, Inc. This indicates strong control and potentially a long-term value creation strategy by the private equity group. However, for public investors, this significantly limits the float and liquidity of the stock, making it less attractive for active trading. The dominant ownership also means minority shareholders have limited influence. Therefore, a 'hold' recommendation is appropriate for existing shareholders, acknowledging the stability provided by the controlling interest but also the limited upside from public market dynamics given the low float. New investors might find better opportunities in more liquid stocks with greater public participation.

Keywords

McGraw Hill, Platinum Equity, Tom Gores, Schedule 13G, Beneficial Ownership, Common Stock, Private Equity, Majority Stake, SEC Filing, Corporate Control