Wiley sells Wiley Edge business for up to $62.2M; includes earnout and loan note

JOHN WILEY & SONS, INC.

Total consideration up to $62.2M: $10M cash, $18.3M seller note (8% annual interest, 4-year maturity), up to $33.9M earnout based on gross profit targets over 3 fiscal years.
Inspirit has committed equity financing for the base purchase price; the transaction is not subject to a financing contingency.
Closing is targeted for Q1 2024, subject to customary conditions including regulatory approvals and absence of governmental order.
Earnout could accelerate if Inspirit sells the business within two years post-close; maximum earnout would be paid if sale occurs during earnout period.

Key facts

Extracted from this filing and checked against the source text.

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

JOHN WILEY & SONS, INC. entered into Stock and Asset Purchase Agreement with Inspirit Vulcan Bidco Limited valued at potential maximum amount of up to $62,202,000 (effective 2024-01-08).

Action: entry
Agreement: asset purchase
Counterparty: Inspirit Vulcan Bidco Limited
Value: potential maximum amount of up to $62,202,000
Effective: 2024-01-08

Exact text from the filing

On January 8, 2024, John Wiley & Sons, Inc. (the “ Company ”) entered into a Stock and Asset Purchase Agreement (the “ Purchase Agreement ”) with Inspirit Vulcan Bidco Limited

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JOHN WILEY & SONS, INC. filing history →

Source: SEC EDGAR

accession 0000107140-24-000004

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