Scholastic to acquire 100% economic interest in 9 Story Media Group for ~$186M

SCHOLASTIC CORP

Acquires 100% economic interest and minority voting rights in 9 Story for CAD 250M (~USD $186M).
9 Story reported revenue of ~$104M in fiscal year ended Aug 31, 2023; deal expected to close in Scholastic's fiscal Q1 2025.
Funded from cash and revolving credit; Scholastic expects long-term earnings accretion and maintains dividend and buyback programs.
9 Story includes Brown Bag Films (21 Emmys), distribution of 5,000+ half-hours, and consumer products division.
Closing subject to Minister of Canadian Heritage opinion; founding CEO Vince Commisso and team to continue.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

SCHOLASTIC CORP entered into Securities Purchase Agreement with Niagara Investments, Ltd., ZMC Niagara Investment (Canada), Ltd., ZMC Niagara Investment (Cayman), L.P., Fansea Investments Ltd., UXL Investment Management Corporation, Commisso Trust, Vince Commisso, 2424886 Ontario Limited, Moon Shadow Inc., Jarosz Trust, Steven Jarosz, Tzia Limited, Natalie Osbor valued at CAD 250 million (approximately $186 million at current exchange rate) (effective 2024-03-11).

Action: entry
Agreement: equity purchase
Counterparty: Niagara Investments, Ltd., ZMC Niagara Investment (Canada), Ltd., ZMC Niagara Investment (Cayman), L.P., Fansea Investments Ltd., UXL Investment Management Corporation, Commisso Trust, Vince Commisso, 2424886 Ontario Limited, Moon Shadow Inc., Jarosz Trust, Steven Jarosz, Tzia Limited, Natalie Osbor
Value: CAD 250 million (approximately $186 million at current exchange rate)
Effective: 2024-03-11

Exact text from the filing

On March 11, 2024, Scholastic Corporation (the “ Company ”) through 1000815816 Ontario Inc., a corporation organized and existing under the corporate laws of the Province of Ontario, Canada (the “ Purchaser ”), entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) to acquire, indirectly, all of the economic interests in the form of non-voting shares and 25% of the voting shares in 9 Story Media Group Inc.

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Source: SEC EDGAR

accession 0001193125-24-066012

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