Inspirit Vulcan Bidco Limited entered into a Stock and Asset Purchase Agreement to acquire Emerging talent and reskill training business of John Wiley & Sons, Inc for $62.202 million on January 8, 2024. The consideration will consist of cash payment of $10 million, seller note of $18.332 million which is subject to bear interest at the rate of 8% per annum, increasing by 1% per annum each year on the anniversary of issuance. Prior to maturity, Inspirit will be required to repay all or a portion of the remaining Seller Note out of Inspirit?s available cash resources on each anniversary of the Closing and In addition, Inspirit will be required to prepay the Seller Note upon the occurrence of certain events, including with the proceeds of certain third-party indebtedness, upon a change of control or sale of all or substantially all of the equity interests or assets of Inspirit and certain of its affiliates and an earnout payment of $33,87 million that may become payable based on the gross profit generated by the Business relative to mutually agreed profit targets during each of the three fiscal years in the period beginning May 1, 2024 and ending April 30, 2027.

The transaction is subject to customary closing condition and is expected to close by first quarter of 2024. Centerview Partners LLC acted as financial advisor to John Wiley & Sons, Inc. (NYSE:WLY). As of March 7, 2024, the transaction expected to close in the first quarter of fiscal year 2025.