{"schema_version":"secwatch.filing_event.v1","accession":"0000107140-23-000233","form_type":"8-K","ticker":"WLY","cik":"0000107140","company_name":"JOHN WILEY & SONS, INC.","filed_at":"2023-11-14T23:59:59+00:00","discovered_at":"2026-05-14T18:03:28.128260+00:00","generated_at":"2026-06-08T03:09:21.113702+00:00","sec_items":["1.01","7.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Wiley sells University Services unit; $110M base, up to $40M earnout, plus 10% equity stake","bullets":["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)."],"urls":{"canonical":"https://secwatch.observer/filing/0000107140-23-000233","json":"https://secwatch.observer/filing/0000107140-23-000233.json","markdown":"https://secwatch.observer/filing/0000107140-23-000233.md","text":"https://secwatch.observer/filing/0000107140-23-000233.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/107140/000010714023000233/0000107140-23-000233-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/107140/000010714023000233/jwa-20231113.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-08T03:09:21.113702+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"7eaf4f24fc51e637d96ba2de6a5cfff1f55105a9","claim":"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).","evidence_excerpt":"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 ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/107140/000010714023000233/0000107140-23-000233-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"asset purchase"},{"label":"Counterparty","value":"Academic Partnerships LLC"},{"label":"Value","value":"purchase price for the Business...consist of (i) $110 million (the “Base Purchase Price”), subject t"},{"label":"Effective","value":"2023-11-13"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}