ChinaEdu Corporation
|
(Name of Issuer)
|
Ordinary shares, par value US$0.01
|
(Title of Class of Securities)
|
16945L107(**)
|
(CUSIP Number)
|
David Stafford
McGraw-Hill Global Education Intermediate Holdings, LLC
2 Pennsylvania Plaza #6, New York, NY 10121
(212) 904-2000
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
September 17, 2013
|
(Date of Event Which Requires Filing of This Statement)
|
CUSIP No. 16945L107
|
Page 2 of 22
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION OF ABOVE PERSON
McGraw-Hill Global Education Intermediate Holdings, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
||
8
|
SHARED VOTING POWER
4,427,336 shares of Ordinary Shares
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|||
10
|
SHARED DISPOSITIVE POWER
4,427,336 shares of Ordinary Shares
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,427,336 shares of Ordinary Shares1
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%2
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
The Reporting Person beneficially owns 1,475,778 of the Issuer’s American Depositary Shares (“ADS”), representing 4,427,334 underlying Ordinary Shares, and 2 Ordinary Shares.
|
2
|
The calculation is based on 25,115,118 Ordinary Shares outstanding as of September 17, 2013 as reported by the Issuer in its Form 8-A filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 18, 2013.
|
CUSIP No. 16945L107
|
Page 3 of 22
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION OF ABOVE PERSON
MHE US Holdings, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
||
8
|
SHARED VOTING POWER
4,427,336 shares of Ordinary Shares
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|||
10
|
SHARED DISPOSITIVE POWER
4,427,336 shares of Ordinary Shares
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,427,336 shares of Ordinary Shares1
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%2
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 16945L107
|
Page 4 of 22
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION OF ABOVE PERSON
MHE Acquisition, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
||
8
|
SHARED VOTING POWER
4,427,336 shares of Ordinary Shares
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|||
10
|
SHARED DISPOSITIVE POWER
4,427,336 shares of Ordinary Shares
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,427,336 shares of Ordinary Shares1
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%2
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 16945L107
|
Page 5 of 22
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION OF ABOVE PERSON
Georgia Holdings, Inc.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
||
8
|
SHARED VOTING POWER
4,427,336 shares of Ordinary Shares
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|||
10
|
SHARED DISPOSITIVE POWER
4,427,336 shares of Ordinary Shares
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,427,336 shares of Ordinary Shares1
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%2
|
|||
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 16945L107
|
Page 6 of 22
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION OF ABOVE PERSON
Apollo Co-Investors (MHE), L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
||
8
|
SHARED VOTING POWER
1,770,934 shares of Ordinary Shares
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|||
10
|
SHARED DISPOSITIVE POWER
1,770,934 shares of Ordinary Shares
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,770,934 shares of Ordinary Shares3
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
x
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7%2
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
3
|
The Reporting Person beneficially owns 590,311 of the Issuer’s ADSs, representing 1,770,933 underlying Ordinary Shares, and 1 Ordinary Share.
|
CUSIP No. 16945L107
|
Page 7 of 22
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION OF ABOVE PERSON
Apollo Management (MHE), LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
||
8
|
SHARED VOTING POWER
1,770,934 shares of Ordinary Shares
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|||
10
|
SHARED DISPOSITIVE POWER
1,770,934 shares of Ordinary Shares
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,770,934 shares of Ordinary Shares3
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
x
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7%2
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 16945L107
|
Page 8 of 22
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION OF ABOVE PERSON
AP Georgia Holdings, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
||
8
|
SHARED VOTING POWER
2,656,402 shares of Ordinary Shares
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|||
10
|
SHARED DISPOSITIVE POWER
2,656,402 shares of Ordinary Shares
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,656,402 shares of Ordinary Shares4
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
x
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%2
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
4
|
The Reporting Person beneficially owns 885,467 of the Issuer’s ADSs, representing 2,656,401 underlying Ordinary Shares, and 1 Ordinary Share.
|
CUSIP No. 16945L107
|
Page 9 of 22
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION OF ABOVE PERSON
AP Georgia Holdings GP, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
||
8
|
SHARED VOTING POWER
2,656,402 shares of Ordinary Shares
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|||
10
|
SHARED DISPOSITIVE POWER
2,656,402 shares of Ordinary Shares
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,656,402 shares of Ordinary Shares4
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
x
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%2
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 16945L107
|
Page 10 of 22
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION OF ABOVE PERSON
Apollo Management VII, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
||
8
|
SHARED VOTING POWER
4,427,336 shares of Ordinary Shares
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|||
10
|
SHARED DISPOSITIVE POWER
4,427,336 shares of Ordinary Shares
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,427,336 shares of Ordinary Shares1
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%2
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 16945L107
|
Page 11 of 22
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION OF ABOVE PERSON
AIF VII Management, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
||
8
|
SHARED VOTING POWER
4,427,336 shares of Ordinary Shares
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|||
10
|
SHARED DISPOSITIVE POWER
4,427,336 shares of Ordinary Shares
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,427,336 shares of Ordinary Shares1
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%2
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 16945L107
|
Page 12 of 22
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION OF ABOVE PERSON
Apollo Management, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
||
8
|
SHARED VOTING POWER
4,427,336 shares of Ordinary Shares
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|||
10
|
SHARED DISPOSITIVE POWER
4,427,336 shares of Ordinary Shares
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,427,336 shares of Ordinary Shares1
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%2
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 16945L107
|
Page 13 of 22
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION OF ABOVE PERSON
Apollo Management GP, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
||
8
|
SHARED VOTING POWER
4,427,336 shares of Ordinary Shares
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|||
10
|
SHARED DISPOSITIVE POWER
4,427,336 shares of Ordinary Shares
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,427,336 shares of Ordinary Shares1
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%2
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 16945L107
|
Page 14 of 22
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION OF ABOVE PERSON
Apollo Management Holdings, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
||
8
|
SHARED VOTING POWER
4,427,336 shares of Ordinary Shares
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|||
10
|
SHARED DISPOSITIVE POWER
4,427,336 shares of Ordinary Shares
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,427,336 shares of Ordinary Shares1
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%2
|
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 16945L107
|
Page 15 of 22
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION OF ABOVE PERSON
Apollo Management Holdings GP, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
OO
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
||
8
|
SHARED VOTING POWER
4,427,336 shares of Ordinary Shares
|
|||
9
|
SOLE DISPOSITIVE POWER
|
|||
10
|
SHARED DISPOSITIVE POWER
4,427,336 shares of Ordinary Shares
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,427,336 shares of Ordinary Shares1
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
o
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%2
|
|||
14
|
TYPE OF REPORTING PERSON
OO
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
Item 5.
|
Interest in Securities of the Issuer
|
Item 7.
|
Material to Be Filed as Exhibits
|
Exhibit 1:
|
Joint Filing Agreement dated as of September 18, 2013, by and among the Reporting Persons.
|
MCGRAW-HILL GLOBAL EDUCATION
INTERMEDIATE HOLDINGS, LLC
|
||||
By: | /s/ David Stafford | |||
David Stafford
|
||||
Senior Vice President and General Counsel
|
||||
MHE US HOLDINGS, LLC
|
||||
By: | /s/ David Stafford | |||
David Stafford
|
||||
Senior Vice President and General Counsel
|
||||
MHE ACQUISITION, LLC
|
||||
By: | /s/ David Stafford | |||
David Stafford
|
||||
Senior Vice President and General Counsel
|
||||
GEORGIA HOLDINGS, INC.
|
||||
By: | /s/ David Stafford | |||
David Stafford
|
||||
Senior Vice President and General Counsel
|
||||
APOLLO CO-INVESTORS (MHE), L.P.
|
|||||||
By: | Apollo Management (MHE), LLC
its investment manager
|
||||||
By: | Apollo Management VII, L.P.
its member-manager
|
||||||
By: | AIF VII Management, LLC
its general partner
|
||||||
By: | /s/ Laurie D. Medley | ||||||
Laurie D. Medley
Vice President
|
|||||||
APOLLO MANAGEMENT (MHE), LLC
|
|||||||
By: | Apollo Management VII, L.P.
its member-manager
|
||||||
By: | AIF VII Management, LLC
its general partner
|
||||||
By: | /s/ Laurie D. Medley | ||||||
Laurie D. Medley
Vice President
|
|||||||
AP GEORGIA HOLDINGS, L.P.
|
|||||||
By: | AP Georgia Holdings GP, LLC
its general partner
|
||||||
By: | Apollo Management VII, L.P.
its manager
|
||||||
By: | AIF VII Management, LLC
its general partner
|
||||||
By: | /s/ Laurie D. Medley | ||||||
Laurie D. Medley
Vice President
|
|||||||
AP GEORGIA HOLDINGS GP, LLC
|
|||||||
By: |
Apollo Management VII, L.P.
its manager
|
||||||
By: |
AIF VII Management, LLC
its general partner
|
||||||
By: |
/s/ Laurie D. Medley
|
||||||
Laurie D. Medley
Vice President
|
|||||||
APOLLO MANAGEMENT VII, L.P.
|
|||||||
By: |
AIF VII Management, LLC
its general partner
|
||||||
By: | /s/ Laurie D. Medley | ||||||
Laurie D. Medley
Vice President
|
|||||||
AIF VII MANAGEMENT, LLC
|
|||||||
By: | /s/ Laurie D. Medley | ||||||
Laurie D. Medley
Vice President
|
|||||||
APOLLO MANAGEMENT, L.P.
|
|||||||
By: | Apollo Management GP, LLC
its general partner
|
||||||
By: |
/s/ Laurie D. Medley
|
||||||
Laurie D. Medley
Vice President
|
|||||||
APOLLO MANAGEMENT GP, LLC
|
|||||||
By: |
/s/ Laurie D. Medley
|
||||||
Laurie D. Medley
Vice President
|
|||||||
APOLLO MANAGEMENT HOLDINGS, L.P.
|
|||||||
By: | Apollo Management Holdings GP, LLC
its general partner
|
||||||
By: |
/s/ Laurie D. Medley
|
||||||
Laurie D. Medley
Vice President
|
|||||||
APOLLO MANAGEMENT HOLDINGS GP, LLC
|
|||||||
By: |
/s/ Laurie D. Medley
|
||||||
Laurie D. Medley
Vice President
|
|||||||
Transaction Type
|
Date
|
# of ADSs (ordinary shares)
|
Price Per ADS
|
Purchase
|
9/3/13
|
5,039
(15,117)
|
$6.73
|
Purchase
|
9/5/13
|
3,599
(10,797)
|
$6.72
|
Purchase
|
9/6/13
|
1,000
(3,000)
|
$6.70
|
Purchase
|
9/9/13
|
1,280
(3,840)
|
$6.75
|
Purchase
|
9/10/13
|
16,793
(50,379)
|
$6.75
|
Purchase
|
9/11/13
|
3,720
(11,160)
|
$6.97
|
Purchase
|
9/12/13
|
154,500
(463,500)
|
$7.17
|
Purchase
|
9/13/13
|
18,978
(56,934)
|
$7.07
|
Purchase
|
9/16/13
|
15,671
(47,013)
|
$7.03
|
Purchase
|
9/17/13
|
129,420
(388,260)
|
$7.00
|
MCGRAW-HILL GLOBAL EDUCATION
INTERMEDIATE HOLDINGS, LLC
|
||||
By: | /s/ David Stafford | |||
David Stafford
|
||||
Senior Vice President and General Counsel
|
||||
MHE US HOLDINGS, LLC
|
||||
By: | /s/ David Stafford | |||
David Stafford
|
||||
Senior Vice President and General Counsel
|
||||
MHE ACQUISITION, LLC
|
||||
By: | /s/ David Stafford | |||
David Stafford
|
||||
Senior Vice President and General Counsel
|
||||
GEORGIA HOLDINGS, INC.
|
||||
By: | /s/ David Stafford | |||
David Stafford
|
||||
Senior Vice President and General Counsel
|
||||
APOLLO CO-INVESTORS (MHE), L.P.
|
|||||||
By: | Apollo Management (MHE), LLC
its investment manager
|
||||||
By: | Apollo Management VII, L.P.
its member-manager
|
||||||
By: | AIF VII Management, LLC
its general partner
|
||||||
By: | /s/ Laurie D. Medley | ||||||
Laurie D. Medley
Vice President
|
|||||||
APOLLO MANAGEMENT (MHE), LLC
|
|||||||
By: | Apollo Management VII, L.P.
its member-manager
|
||||||
By: | AIF VII Management, LLC
its general partner
|
||||||
By: | /s/ Laurie D. Medley | ||||||
Laurie D. Medley
Vice President
|
|||||||
AP GEORGIA HOLDINGS, L.P.
|
|||||||
By: | AP Georgia Holdings GP, LLC
its general partner
|
||||||
By: | Apollo Management VII, L.P.
its manager
|
||||||
By: | AIF VII Management, LLC
its general partner
|
||||||
By: | /s/ Laurie D. Medley | ||||||
Laurie D. Medley
Vice President
|
|||||||
AP GEORGIA HOLDINGS GP, LLC
|
|||||||
By: |
Apollo Management VII, L.P.
its manager
|
||||||
By: |
AIF VII Management, LLC
its general partner
|
||||||
By: |
/s/ Laurie D. Medley
|
||||||
Laurie D. Medley
Vice President
|
|||||||
APOLLO MANAGEMENT VII, L.P.
|
|||||||
By: |
AIF VII Management, LLC
its general partner
|
||||||
By: | /s/ Laurie D. Medley | ||||||
Laurie D. Medley
Vice President
|
|||||||
AIF VII MANAGEMENT, LLC
|
|||||||
By: | /s/ Laurie D. Medley | ||||||
Laurie D. Medley
Vice President
|
|||||||
APOLLO MANAGEMENT, L.P.
|
|||||||
By: | Apollo Management GP, LLC
its general partner
|
||||||
By: |
/s/ Laurie D. Medley
|
||||||
Laurie D. Medley
Vice President
|
|||||||
APOLLO MANAGEMENT GP, LLC
|
|||||||
By: |
/s/ Laurie D. Medley
|
||||||
Laurie D. Medley
Vice President
|
|
||||||
APOLLO MANAGEMENT HOLDINGS, L.P.
|
|||||||
By: |
Apollo Management Holdings GP, LLC
its general partner
|
||||||
By: |
/s/ Laurie D. Medley
|
||||||
Laurie D. Medley
Vice President
|
|||||||
APOLLO MANAGEMENT HOLDINGS GP, LLC
|
|||||||
By: |
/s/ Laurie D. Medley
|
||||||
Laurie D. Medley
Vice President
|
|||||||