Wiley sells University Services unit; $110M base, up to $40M earnout, plus 10% equity stake

JOHN WILEY & SONS, INC.

Base purchase price $110M subject to working capital adjustments; up to $40M earnout based on revenue targets through Apr 2026.
Seller receives 10% of common units of TVG-AP Holdings (Buyer's parent) at closing.
Transaction expected to close by early 2024, subject to HSR and other customary conditions.
Wiley agrees to three-year non-compete and 30-month non-solicit restrictions for OPM services to higher education.
Purchase price may be paid in cash or promissory note; seller note bears 10% interest (increasing to 12% after 2 years).

Key facts

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

JOHN WILEY & SONS, INC. entered into Membership Interest and Asset Purchase Agreement with Academic Partnerships LLC valued at purchase price for the Business...consist of (i) $110 million (the “Base Purchase Price”), subject t (effective 2023-11-13).

Action: entry
Agreement: asset purchase
Counterparty: Academic Partnerships LLC
Value: purchase price for the Business...consist of (i) $110 million (the “Base Purchase Price”), subject t
Effective: 2023-11-13

Exact text from the filing

On November 13, 2023, John Wiley & Sons, Inc. (the “ Company ”) entered into a Membership Interest and Asset Purchase Agreement (the “ Purchase Agreement ”) with Academic Partnerships LLC, a Delaware limited liability company (“ Academic Partnerships ”), and Education Services Upper Holdings Corp., a Delaware corporation (“ Upper Holdings ”), pursuant to which the Company has agreed to sell its University Services business (the “ Business ”) to Academic Partnerships (the “ Transaction ”).

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Source: SEC EDGAR

accession 0000107140-23-000233

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