{"schema_version":"secwatch.filing_event.v1","accession":"0000107140-24-000002","form_type":"8-K","ticker":"WLY","cik":"0000107140","company_name":"JOHN WILEY & SONS, INC.","filed_at":"2024-01-02T23:59:59+00:00","discovered_at":"2026-05-14T18:03:23.294680+00:00","generated_at":"2026-06-07T05:03:21.982332+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 completes sale of University Services to Academic Partnerships for ~$93M note plus 10% equity stake","bullets":["Closed sale of University Services business to Academic Partnerships on January 1, 2024.","Consideration: $92,944,700 unsecured seller note (10% interest, matures 2031) and 10% common units in buyer's parent.","Note interest starts at 10% p.a., increasing to 12% after January 1, 2026.","Principal may adjust for post-closing purchase price, customer consents, and earn-out payments.","Covenants restrict incurrence of debt, liens, and dividends until note is fully repaid."],"urls":{"canonical":"https://secwatch.observer/filing/0000107140-24-000002","json":"https://secwatch.observer/filing/0000107140-24-000002.json","markdown":"https://secwatch.observer/filing/0000107140-24-000002.md","text":"https://secwatch.observer/filing/0000107140-24-000002.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/107140/000010714024000002/0000107140-24-000002-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/107140/000010714024000002/jwa-20240102.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-07T05:03:21.982332+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":"27641fd8799e66630888c362b6923212af4872bc","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/107140/000010714024000002/0000107140-24-000002-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"asset purchase"},{"label":"Counterparty","value":"Academic Partnerships, LLC"},{"label":"Value","value":"Issuance of unsecured promissory note in initial aggregate principal amount of $92,944,700.03 and co"},{"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"}