Academic Partnerships, LLC has entered into a definitive agreement to acquire Wiley edu, LLC from John Wiley & Sons, Inc. (NYSE:WLY) on November 13, 2023. Under the Purchase Agreement, the purchase price will consist of (i) $110 million (the ? Base Purchase Price ?), subject to customary working capital and other adjustments, (ii) up to $40 million (the ? Earnout Consideration ?) in the form of an earnout that may be achieved based on mutually agreed revenue targets of the Business during each of the two fiscal years in the period from May 1, 2024 through April 30, 2026, and (iii) 10% of the common units of TVG-Academic Partnerships Holdings, LLC. The Base Purchase Price will be payable in cash and/or in the form of a promissory note that will be issued by Upper Holdings (the ? Seller Note ?), with the form of consideration to be determined pursuant to the Purchase Agreement based on the availability of proceeds from any third-party debt refinancing undertaken by Academic Partnerships prior to Closing. The Earnout Consideration will also be payable in cash, subject to certain exceptions in which it will be paid by increasing the principal under the Seller Note. The transaction is subject to regulatory approvals and the satisfaction of customary closing conditions, including obtaining clearance under the Hart-Scott-Rodino Antitrust Improvements Act. The transaction is expected to close by early 2024. Timothy D. Kincaid and Peter w. Clark Winston & Strawn is serving as legal advisor to Academic Partnerships. Centerview Partners LLC is serving as financial advisor to Wiley, and Michael J. Aiello, Aimee Adler, Brianne Kucerik, Charan J. Sandhu, Daniel S. Dokos, Graham Magill, Jessie Chiang, Steven A. Newborn and Michelle A. Sargent of Weil, Gotshal & Manges LLP as legal advisor.

Academic Partnerships, LLC completed the acquisition of Wiley edu, LLC from John Wiley & Sons, Inc. (NYSE:WLY) on January 1, 2024. Pursuant to the Membership Interest and Asset Purchase Agreement, dated as of November 13, 2023 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 million, 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 of TVG Holdings equal to 10% of the total common units outstanding at the Closing.