JOHN WILEY & SONS Files 8-K on Material Agreement, Reg FD Disclosure

Ticker: WLYB · Form: 8-K · Filed: Jan 2, 2024 · CIK: 107140

John Wiley & Sons, Inc. 8-K Filing Summary
FieldDetail
CompanyJohn Wiley & Sons, Inc. (WLYB)
Form Type8-K
Filed DateJan 2, 2024
Risk Levelmedium
Pages3
Reading Time4 min
Key Dollar Amounts$1.00, $92,944,700.03
Sentimentneutral

Complexity: simple

Sentiment: neutral

Topics: material-agreement, regulation-fd, corporate-action

TL;DR

**Wiley filed an 8-K for a material agreement and Reg FD disclosure, signaling a potentially big change.**

AI Summary

JOHN WILEY & SONS, INC. filed an 8-K on January 2, 2024, to report an "Entry into a Material Definitive Agreement" and "Regulation FD Disclosure." This filing indicates a significant event that the company believes is important enough to disclose immediately, potentially impacting its operations or financial standing. Investors should pay close attention to the details of this agreement, as it could signal a strategic shift, a major partnership, or a change in financial obligations, all of which could affect the stock's future performance.

Why It Matters

This filing signals a potentially significant business development for JOHN WILEY & SONS, INC. that could influence its financial health and strategic direction, directly impacting shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement without providing details, creating uncertainty about its potential positive or negative impact.

Analyst Insight

Investors should await further details on the 'Material Definitive Agreement' to assess its potential impact before making any significant investment decisions regarding JOHN WILEY & SONS, INC. stock.

Key Numbers

  • $1.00 — Par Value per Share (Par value for both Class A and Class B Common Stock of JOHN WILEY & SONS, INC.)

Key Players & Entities

  • JOHN WILEY & SONS, INC. (company) — the registrant filing the 8-K
  • New York Stock Exchange (company) — where Class A and Class B Common Stock are registered
  • $1.00 (dollar_amount) — par value per share for Class A and Class B Common Stock
  • January 2, 2024 (date) — date of report and earliest event reported

Forward-Looking Statements

  • JOHN WILEY & SONS, INC. will release further details about the 'Material Definitive Agreement' in a subsequent filing or press release. (JOHN WILEY & SONS, INC.) — high confidence, target: 2024-02-02

FAQ

What is the primary purpose of this 8-K filing by JOHN WILEY & SONS, INC.?

The primary purpose of this 8-K filing, dated January 2, 2024, is to report an "Entry into a Material Definitive Agreement" and "Regulation FD Disclosure" as per Item Information.

What is the date of the earliest event reported in this 8-K filing?

The date of the earliest event reported in this 8-K filing is January 2, 2024, as stated in the report.

On which stock exchange are JOHN WILEY & SONS, INC.'s Class A and Class B Common Stock registered?

Both the Class A Common Stock (trading symbol WLY) and Class B Common Stock (trading symbol WLYB) of JOHN WILEY & SONS, INC. are registered on the New York Stock Exchange.

What is the par value per share for JOHN WILEY & SONS, INC.'s common stock?

The par value for both Class A Common Stock and Class B Common Stock of JOHN WILEY & SONS, INC. is $1.00 per share.

What is the business address and phone number of JOHN WILEY & SONS, INC. as listed in the filing?

The business address is 111 River Street, Hoboken, New Jersey 07030, and the telephone number is (201) 748-6000.

Filing Stats: 1,038 words · 4 min read · ~3 pages · Grade level 13 · Accepted 2024-01-02 12:34:59

Key Financial Figures

  • $1.00 — stered Class A Common Stock, par value $1.00 per share WLY New York Stock Exchange
  • $92,944,700.03 — n initial aggregate principal amount of $92,944,700.03 (the " Seller Note "), and (ii) TVG-Aca

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 1, 2024, John Wiley & Sons, Inc. (the " Company ") completed the previously announced sale of its University Services business (the "Transaction") to Academic Partnerships, LLC, a Delaware limited liability company (" Academic Partnerships "). Pursuant to the Membership Interest and Asset Purchase Agreement, dated as of November 13, 2023 (as amended, the " Purchase Agreement "), by and among the Company, Academic Partnerships and Education Services Upper Holdings Corp., a Delaware corporation and indirect parent company of Academic Partnerships (" Upper Holdings "), at the closing of the Transaction (the " Closing "), (i) Upper Holdings issued an unsecured promissory note to the Company in an initial aggregate principal amount of $92,944,700.03 (the " Seller Note "), and (ii) TVG-Academic Partnerships Holdings, LLC, a Delaware limited liability company and the ultimate parent company of Academic Partnerships (" TVG Holdings "), issued to the Company a number of common units of TVG Holdings equal to 10% of the total common units outstanding at the Closing. The principal amount of the Seller Note is subject to (i) increase or decrease based on the outcome of a post-Closing purchase price adjustment, (ii) increase in the event certain third-party customer consents are obtained prior to January 1, 2025, and (iii) increase by the amount of any earn-out payments that are not required to be paid by Academic Partnerships in cash, in each case, in accordance with the Purchase Agreement. The Seller Note has a maturity date that is the earlier of (i) one year after the maturity date of Academic Partnerships' material secured indebtedness for borrowed money and (ii) January 1, 2031. The Seller Note will bear interest at the rate of 10% per annum commencing on January 2, 2024 (increasing to 12% per annum on and after January 1, 2026). Upper Holdings is required to prepay amounts under the Seller Note upon the

01 Regulation FD

Item 7.01 Regulation FD. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 7.01. The information included in Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), is not otherwise subject to liabilities under that section, and will not be deemed to be incorporated by reference in any filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as otherwise expressly stated in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1 0.1 Unsecured Promissory Note issued by Education Services Upper Holdings Corp. in favor of John Wiley & Sons, Inc., dated as of January 1, 2024. 104 Cover Page Interactive Data File (formatted as Inline XBRL)

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 thereunto duly authorized. JOHN WILEY & SONS, INC. (Registrant) By /s/ Christina Van Tassell Christina Van Tassell Executive Vice President and Chief Financial Officer Dated: January 2, 2024

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