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
February 8, 2007
(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 jurisdiction of incorporation)
0-11507 13-5593032
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Commission File Number IRS Employer Identification Number
111 River Street, Hoboken NJ 07030
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Address of principal executive offices Zip Code
Registrant's telephone number, including area code: (201) 748-6000
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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
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|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
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8-K FILING
February 8, 2007
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Item 2.01. Completion of Acquisition
On February 2, 2007, John Wiley & Sons, Inc., a New York
Corporation (the "Company"), completed its previously announced
acquisition of all of the outstanding shares of Blackwell
Publishing (Holdings) Ltd. "(Blackwell"), one of the world's
foremost academic and professional publishers.
The press release issued by the Company is provided
herewith.
Item 1.01. Entry into a Material Definitive Agreement
In conjunction with the acquisition of Blackwell on February
2, 2007, the Company and certain subsidiaries entered into a new
Credit Agreement with Bank of America in the aggregate amount of
$1,350,000,000. The financing is comprised of a six-year Term Loan
A in the amount of $675,000,000 and a $675,000,000 five-year
revolving credit facility, which can be drawn in multiple
currencies. The agreement provides financing to complete the
acquisition, refinance the existing revolving debt of the Company,
as well as meet the future seasonal operating cash requirements.
A copy of the Credit Agreement is provided herewith.
Item 9.01 Financial Statements and Exhibits
a) Financial Statement of Businesses Acquired
As of the date of filing this Current Report on Form 8-K, it
is impractical to provide the financial statements required
by this Item 9.01(a). In accordance with Item 9.01(a)(4) of
Form 8-K, such financial statements shall be filed by
amendment to this Form 8-K no later than 75 calendar days
after February 2, 2007.
d) Exhibits:
99.1 Press Release dated February 5, 2007 entitled "Wiley
Completes Acquisition of Blackwell Publishing (Holdings)
Ltd."
99.2 Credit Agreement Dated as of February 2, 2007 among John
Wiley & Sons, Inc., John Wiley & Sons Limited and John Wiley
& Sons GmbH as Borrowers, Bank of American, N. A., as
Administrative Agent and Swing Line Lender, and The Other
Lenders Party Hereto.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995
This report contains certain forward-looking statements concerning the
company's operations, performance, and financial condition. Reliance should
not be placed on forward-looking statements, as actual results may differ
materially from those in any forward-looking statements. Any such
forward-looking statements are based upon a number of assumptions and
estimates that are inherently subject to uncertainties and contingencies, many
of which are beyond the control of the company, and are subject to change
based on many important factors. Such factors include, but are not limited to
(i) the level of investment in new technologies and products; (ii) subscriber
renewal rates for the company's journals; (iii) the financial stability and
liquidity of journal subscription agents; (iv) the consolidation of book
wholesalers and retail accounts; (v) the market position and financial
stability of key online retailers; (vi) the seasonal nature of the company's
educational business and the impact of the used book market; (vii) worldwide
economic and political conditions; (viii) the Company's ability to protect its
copyrights and other intellectual property worldwide; and (ix) other factors
detailed from time to time in the company's filings with the Securities and
Exchange Commission. The company undertakes no obligation to update or revise
any such forward-looking statements to reflect subsequent events or
circumstances.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
JOHN WILEY & SONS, INC.
Registrant
By
/s/ WILLIAM J. PESCE
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William J. Pesce
President and
Chief Executive Officer
By
/s/ ELLIS E. COUSENS
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Ellis E. Cousens
Executive Vice President and
Chief Financial & Operations
Officer
Dated: February 8, 2007