JOHN WILEY & SONS Reports Material Agreement, Regulation FD Disclosure

Ticker: WLYB · Form: 8-K · Filed: Jan 9, 2024 · CIK: 107140

John Wiley & Sons, Inc. 8-K Filing Summary
FieldDetail
CompanyJohn Wiley & Sons, Inc. (WLYB)
Form Type8-K
Filed DateJan 9, 2024
Risk Levelmedium
Pages5
Reading Time6 min
Key Dollar Amounts$1.00, $62,202,000, $10,000,000, $18,332,000, $33,870,000
Sentimentneutral

Complexity: simple

Sentiment: neutral

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

TL;DR

**Wiley filed an 8-K for a material agreement and Regulation FD disclosure, watch for details.**

AI Summary

JOHN WILEY & SONS, INC. filed an 8-K on January 9, 2024, reporting an event that occurred on January 8, 2024, concerning an "Entry into a Material Definitive Agreement" and "Regulation FD Disclosure." The filing also confirmed the company's Class A Common Stock (WLY) and Class B Common Stock (WLYB) are registered on the New York Stock Exchange, each with a par value of $1.00 per share. This matters to investors because material agreements can significantly impact future financial performance and strategic direction, potentially affecting stock valuation.

Why It Matters

This filing signals a potentially significant business development for JOHN WILEY & SONS, INC. (WLY, WLYB) that could influence its financial outlook and competitive position.

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 monitor JOHN WILEY & SONS, INC. for subsequent filings or press releases that provide details about the 'Material Definitive Agreement' to assess its financial implications.

Key Numbers

  • $1.00 — Par Value per Share (Par value for both Class A and Class B Common Stock)

Key Players & Entities

  • JOHN WILEY & SONS, INC. (company) — registrant
  • New York Stock Exchange (company) — exchange where securities are registered
  • $1.00 (dollar_amount) — par value per share for Class A and Class B Common Stock

FAQ

What was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on January 8, 2024.

What specific items were disclosed under 'ITEM INFORMATION' in this 8-K?

The specific items disclosed under 'ITEM INFORMATION' were 'Entry into a Material Definitive Agreement,' 'Regulation FD Disclosure,' and 'Financial Statements and Exhibits.'

What are the trading symbols and par values for JOHN WILEY & SONS, INC.'s registered securities?

JOHN WILEY & SONS, INC. has Class A Common Stock with trading symbol WLY and Class B Common Stock with trading symbol WLYB, both having a par value of $1.00 per share.

On which exchange are JOHN WILEY & SONS, INC.'s securities registered?

Both the Class A Common Stock and Class B Common Stock of JOHN WILEY & SONS, INC. are registered on the New York Stock Exchange.

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

The business address of JOHN WILEY & SONS, INC. is 111 River Street, Hoboken, New Jersey 07030, and its telephone number is (201) 748-6000.

Filing Stats: 1,614 words · 6 min read · ~5 pages · Grade level 15.6 · Accepted 2024-01-09 08:34:28

Key Financial Figures

  • $1.00 — stered Class A Common Stock, par value $1.00 per share WLY New York Stock Exchange
  • $62,202,000 — is a potential maximum amount of up to $62,202,000, and will consist of: (i) $10,000,000 i
  • $10,000,000 — o $62,202,000, and will consist of: (i) $10,000,000 in cash (the " Base Purchase Price "),
  • $18,332,000 — ash (the " Base Purchase Price "), (ii) $18,332,000 in the form of a loan note to be issued
  • $33,870,000 — (the " Seller Note "), and (iii) up to $33,870,000 in the form of potential deferred consi

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 8, 2024, John Wiley & Sons, Inc. (the " Company ") entered into a Stock and Asset Purchase Agreement (the " Purchase Agreement ") with Inspirit Vulcan Bidco Limited, a private limited company incorporated in England & Wales (" Inspirit "), pursuant to which the Company has agreed to sell its emerging talent and reskill training business, Wiley Edge (the " Business ") to Inspirit (the " Transaction "). Under the Purchase Agreement, the purchase price ("Purchase Price") for the Business is a potential maximum amount of up to $62,202,000, and will consist of: (i) $10,000,000 in cash (the " Base Purchase Price "), (ii) $18,332,000 in the form of a loan note to be issued by Inspirit, subject to a customary purchase price adjustment, including for working capital (the " Seller Note "), and (iii) up to $33,870,000 in the form of potential deferred consideration payments (the " Earnout Consideration ") that may become payable based on the gross profit generated by the Business relative to mutually agreed profit targets during each of the three fiscal years in the period beginning May 1, 2024 and ending April 30, 2027 (the " Earnout Period "). The Seller Note, which will be in substantially the form attached to the Purchase Agreement, will be unsecured and will mature on the date that is four years following the date on which the Transaction is completed (the " Closing "). The Seller Note will initially bear interest at the rate of 8% per annum, increasing by 1% per annum each year on the anniversary of issuance. Prior to maturity, Inspirit will be required to repay all or a portion of the remaining Seller Note out of Inspirit's available cash resources (taking into account certain minimum working capital requirements) on each anniversary of the Closing. In addition, Inspirit will be required to prepay the Seller Note upon the occurrence of certain events, including with the proceeds of certain third-part

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 2 .1 Stock and Asset Purchase Agreement, dated as of January 8, 2024, by and between John Wiley & Sons, Inc. and Inspirit Vulcan Bidco Limited.* 104 Cover Page Interactive Data File (formatted as Inline XBRL) * Certain schedules and other similar attachments to this exhibit have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Company will provide a copy of such omitted documents to the Securities and Exchange Commission upon request.

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 9, 2024

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