Extracted from this filing and checked against the source text.
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
JOHN WILEY & SONS, INC. entered into Membership Interest and Asset Purchase Agreement with Academic Partnerships, LLC valued at Issuance of unsecured promissory note in initial aggregate principal amount of $92,944,700.03 and co (effective 2023-11-13).
- Action
- entry
- Agreement
- asset purchase
- Counterparty
- Academic Partnerships, LLC
- Value
- Issuance of unsecured promissory note in initial aggregate principal amount of $92,944,700.03 and co
- Effective
- 2023-11-13
Exact text from the filing
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
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