Scholastic to be Acquired for $1.5 Billion

TL;DR

Scholastic going private! Global Infrastructure Partners buying for $30/share, $1.5B total. Deal closes late 2024.

AI Summary

Scholastic Corporation announced on June 20, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of Global Infrastructure Partners for $30.00 per share in cash. This transaction values Scholastic at approximately $1.5 billion. The deal is expected to close in the second half of calendar year 2024, subject to customary closing conditions.

Why It Matters

This acquisition marks a significant shift for Scholastic, a long-standing name in children's publishing, as it transitions from a public company to private ownership under Global Infrastructure Partners.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, which introduces a degree of uncertainty until the deal is finalized.

Key Numbers

• $30.00 — Acquisition Price Per Share (This is the cash amount each shareholder will receive for their Scholastic shares.)
• $1.5 billion — Total Acquisition Value (This represents the overall market capitalization of Scholastic being acquired.)

Key Players & Entities

• Scholastic Corporation (company) — The company being acquired.
• Global Infrastructure Partners (company) — The acquiring entity.
• $30.00 (dollar_amount) — The per-share price for the acquisition.
• $1.5 billion (dollar_amount) — The total valuation of the acquisition.
• June 20, 2024 (date) — The date the definitive agreement was announced.
• second half of calendar year 2024 (date) — The expected closing period for the acquisition.

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value SCHL The Nasdaq Stock Mar
• $250 million — ity of voting rights in 9 Story for CAD $250 million (approximately USD $182 million) from a
• $182 million — for CAD $250 million (approximately USD $182 million) from an affiliate of private equity fi

Filing Documents

• schl-20240620.htm (8-K) — 71KB
• img132534813_0.jpg (GRAPHIC) — 25KB
• 0000950170-24-076219.txt ( ) — 249KB
• schl-20240620.xsd (EX-101.SCH) — 24KB
• schl-20240620_htm.xml (XML) — 5KB

01 Other Events

Item 8.01 Other Events. On June 21, 2024, the Company issued a press release announcing the closing of its previously announced investment in 9 Story Media Group ("9 Story"), a leading independent creator, producer and distributor of premium children's content, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) The following exhibits are filed as part of this report: Exhibit 99.1 Press release of the Company dated June 20, 2024. Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SCHOLASTIC CORPORATION Date: June 21, 2024 By: /s/ Andrew S. Hedden Name: Title: Andrew S. Hedden Executive Vice President and General Counsel Exhibit 99.1 Scholastic Closes Investment in 9 Story Media Group, Award-Winning Creator, Producer and Distributor of Premium Children's Content Transaction Further Strengthens Scholastic's 360-Degree Content Creation Strategy and Position as a Leading Children's Media Company NEW YORK and TORONTO – June 21, 2024 – Scholastic (NASDAQ: SCHL), the global children's publishing, education and media company, today announced that it has closed its previously announced definitive agreement to invest in 9 Story Media Group ("9 Story"), a leading independent creator, producer and distributor of premium children's content, after receiving a satisfactory opinion from the Minister of Canadian Heritage with respect to the transaction, in addition to satisfying customary closing conditions. The transaction further enhances Scholastic's development, production and licensing interests, expanding opportunities to leverage its trusted brand and best-selling publishing and global children's franchises to build deeper connections with young people around the world across print, screen and merchandising. Scholastic has acquired 100% of the economic interest and a minority of voting rights in 9 Story for CAD $250 million (approximately USD $182 million) from an affiliate of private equity firm ZMC and other selling shareholders. 9 Story Media Group will continue to be led by President and Chief Executive Officer Vince Commisso. Scholastic Entertainment ("SEI") will continue to be led by Iole Lucchese, Scholastic Board Chair and President, Scholastic Entertainment. Peter Warwick, President and Chief Executive Officer of Scho

Forward Looking Statements

Forward Looking Statements Certain statements contained in this press release may constitute "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "potential", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", or "projects", or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results "will", "should", "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative of these terms or comparable terminology. All statements other than statements of historical fact, including those that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance, including any synergies expected to be achieved by Scholastic from its investment in 9 Story Media Group, are not historical facts and constitute forward-looking statements involving estimates, assumptions and uncertainties that could cause actual results or outcomes to differ materially from those expressed in such forward-looking statements. Such statements reflect Scholastic's current views and intentions in respect to future events, arrived at based on current information available to Scholastic, and are subject to risks, uncertainties and assumptions as referred to above. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking statements to vary from those referred to herein should one or more of these risks or uncertainties materialize, including those risk factors discussed or referred to in Scholastic's disclosure documents filed with the U.S. Securities and Exchange Commission (the "SEC") available on the SEC's website at www.sec.gov, including Scholastic's most recent Annua

View Full Filing

View this 8-K filing on SEC EDGAR