March 8, 2021

DealBook: McGraw-Hill Explores Education Spinoff or Sale

Standard  Poor'sJustin Lane/European Pressphoto AgencyMcGraw-Hill may decide to focus on its financial information businesses like Standard Poor’s.

As part of its promise to review its holdings, McGraw-Hill retained an investment bank, Evercore Partners, in March to explore options for its education business, which has been a drag on the conglomerate’s highly profitable financial services division, people familiar with the matter told DealBook on Wednesday.

A spinoff of the division is more likely than a sale, said these people, who spoke on condition of anonymity. They cautioned that no final decisions have been made and that all options remain on the table.

Harold W. McGraw III, the company’s chairman and chief executive, has promised a major announcement in the second half of this year, and the company has hired a number of investment banks, including Morgan Stanley and Goldman Sachs, to assist with its review process.

Two activist investors, the hedge fund Jana Partners and the Ontario Teachers’ Pension Plan, recently bought a stake in McGraw-Hill, increasing the pressure on the company to do something. Jana Partners, which announced its stake this month, has met once with the company for about 40 minutes and plans to meet again next week, the people briefed on the matter said. So far, the conversation was cordial.

The Wall Street Journal earlier reported McGraw-Hill’s effort.

The pressure comes amid concerns that McGraw-Hill is moving too slow in its review, or that it may not take bold enough actions to prune its portfolio. The company’s other divisions, which include Standard Poor’s, have experienced double-digit growth in revenue and profit, while the education business has flagged.

McGraw-Hill is known for its education business, but it has suffered even more this year given state budget constraints and its impact on book purchases.

The education business and the financial services business at McGraw-Hill have different capital and operational requirements, and share few if any synergies, analysts have said. Some have noted that if the conglomerate were broken up through a spinoff, the company’s share price could soar by as much as 20 percent. The hiring of Evercore, however, indicates that the company was taking the review seriously before Jana Partners announced its stake alongside the Canadian pension plan.

With a market value of about $11.7 billion, McGraw-Hill is one of the biggest targets of activist investors so far this year. And with its rich history of publishing educational books that touch students from kindergarten to professional education, it may also be the best known. And though Mr. McGraw owns less than 4 percent of the company, McGraw-Hill has long been seen as a family business.

The company has made a few announcements already. In June, McGraw-Hill put its television stations on the block. In late 2009, the company sold BusinessWeek to Bloomberg for $5 million. Evercore advised McGraw-Hill on the sale.

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