---
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"
generated_at: "2026-06-08T03:09:21.113702+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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).

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 7.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000107140-23-000233
- JSON: https://secwatch.observer/filing/0000107140-23-000233.json
- Plain text: https://secwatch.observer/filing/0000107140-23-000233.txt

## Key facts
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/107140/000010714023000233/0000107140-23-000233-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.