Attorney General Brnovich Announces McGraw-Hill and Cengage Terminate Merger After Investigation

PHOENIX – Attorney General Mark Brnovich announced that textbook publishers McGraw-Hill Education Inc. (McGraw-Hill) and Cengage Learning Inc. (Cengage) called off their proposed merger, after an investigation by the Department of Justice (DOJ), Arizona, and several other states.

In 2019, McGraw-Hill and Cengage, the second and third-largest global textbook publishers, announced their intent to merge. In addition to their global presence, McGraw-Hill and Cengage are two of the largest textbook publishers in the United States, specifically in higher education. Post-merger the combined company could have controlled almost half of the U.S. textbook market.

Arizona identified multiple anti-competitive concerns with the merger. Specifically, there was a danger that the loss of competition would have resulted in higher textbook prices, contributing to rising education costs and ultimately impacting Arizona consumers.

“Students looking to pursue higher education are already struggling to afford college tuition, and this merger was likely going to increase that cost dramatically,” said Attorney General Brnovich. “The dissolution of the merger will keep the textbook market more competitive to the benefit of Arizona students.”

McGraw-Hill and Cengage announced their agreement to abandon the merger, citing inquiries made during the investigation and their inability to agree to settlement terms with the government.

Assistant Attorneys General Dana Vogel and Christina Grey handled this case.

Since 2015, Attorney General Brnovich has challenged the increasingly outrageous cost of higher education. In September 2017, the Attorney General's Office filed a lawsuit against the Arizona Board of Regents (ABOR) over the unconstitutionally high cost of attending Arizona’s public universities. Since 2003, in-state tuition and mandatory fees have risen more than 300 percent, despite a state constitutional requirement that instruction be provided “as nearly free as possible.” The AGO argued before the Arizona Supreme Court last month and is awaiting a decision to see if the lawsuit will move forward.