UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
December 23, 2021
(Date of report)
(Date of earliest event reported)
JOHN WILEY & SONS, INC.
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation)
| | 001-11507
| 13-5593032
|
| | ---------------------------------------------------- | --------------------------------------------- |
| | (Commission File Number) | (IRS Employer Identification No.) |
| | 111 River Street, Hoboken New Jersey | 07030
|
| | ---------------------------------------------------- | --------------------------------------------- |
| | (Address of principal executive offices) | (Zip Code) |
| | Registrant’s telephone number, including area code: | (201) 748-6000 |
| | | --------------------------------------------- |
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Class A Common Stock, par value $1.00 per share
| | JW.A
| | New York Stock Exchange
|
Class B Common Stock, par value $1.00 per share
| | JW.B
| | New York Stock Exchange
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 – Entry into a Material Definitive Agreement
On December 22, 2021, John Wiley & Sons, Inc. (the “Company”) and certain of its subsidiaries, entered into the first amendment (the “First Amendment”) to the Third Amended and Restated Credit Agreement, with Bank of America, N.A. (“BOA”), as administrative agent, swing line lender, and L/C issuer, and the lenders, and other agents party thereto (hereinafter referred to as the “Restated Credit Agreement”). The First Amendment amends the Restated Credit Agreement dated as of May 30, 2019, which amended and restated the Company’s original credit agreement with BOA, entered into on November 2, 2011, and was previously amended on March 1, 2016 (the “Existing Credit Agreement”; the Existing Credit Agreement as amended by the First Amendment, the “Credit Agreement”).
The First Amendment, among other things, (i) changes the rate under the Credit Agreement for borrowings denominated in Sterling from a LIBOR-based rate to daily simple SONIA (Sterling Overnight Index Average) subject to certain adjustments specified in the Credit Agreement, (ii) changes the rate under the Credit Agreement for borrowings denominated in Euro from a LIBOR-based rate to a EURIBOR-based rate or a Euro Short Term Rate subject to certain adjustments specified in the Credit Agreement, and (iii) updates certain other provisions regarding successor interest rates to LIBOR.
The preceding description of the First Amendment is a summary and is qualified in its entirety by reference to the full text of the First Amendment, which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
| Exhibit 10.1 | First Amendment to the Third Amended and Restated Credit Agreement, dated as of December 22, 2021, among John Wiley & Sons, Inc., John Wiley & Sons Limited, John Wiley & Sons, GmbH, J. Wiley Limited, Wiley-VCH Verlag GmbH & Co. KGaA, Wiley Europe Investment Holdings Limited, and Blackwell Verlag GMBH, as borrowers, certain lenders party thereto, and Bank of America, N.A., as administrative agent, swing line lender, and L/C issuer. |
| Exhibit 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | JOHN WILEY & SONS, INC. |
| | (Registrant) |
| | By
| /s/ Brian A. Napack | |
| | | Brian A. Napack | |
| | | President and | |
| | | Chief Executive Officer | |
| | By
| /s/ Christina Van Tassell | |
| | | Christina Van Tassell | |
| | | Executive Vice President and Chief Financial Officer | |
| | | | |
