Item 1.01 – Entry into a
Material Definitive Agreement
On May 30, 2019, John Wiley & Sons, Inc. (the “Company”) and certain of its subsidiaries, entered into 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 Restated Credit Agreement
amends and restates the Company’s original credit agreement with BOA, entered into on November 2, 2011, and previously amended on March 1, 2016.
The Restated Credit Agreement provides for senior unsecured credit facilities comprised of a five-year revolving credit facility in an aggregate
principal amount up to $1.25 billion, and a five-year term loan A facility consisting of $250 million. The revolving credit facility will mature on May 30, 2024.
The Restated Credit Agreement contains certain customary affirmative and negative covenants, including a financial covenant in the form of a consolidated net leverage ratio and consolidated interest coverage ratio.
On May 30, 2019, proceeds of (i) the term loan facility, (ii) borrowings under the revolving credit facility on such date were used to refinance that certain amended credit agreement, dated as of March 1, 2016, and to pay fees, costs and
expenses. The Restated Credit Agreement will also be used for working capital needs, general corporate purposes and other purposes not prohibited by the Restated Credit Agreement. Immediately following the closing of the Restated Credit Agreement
on May 30, 2019, $560.5 million was outstanding under the Restated Credit Agreement.
Some of the lenders under the Restated Credit Agreement and their affiliates have various relationships with the Company and its affiliates
involving the provision of financial services, including cash management, commercial banking, and investment banking services. In addition, the Company and some of its affiliates may enter into foreign exchange and other derivative arrangements
with certain of the lenders and their affiliates.
The preceding description of the Restated Credit Agreement is a summary and is qualified in its entirety by reference to the full text of the
Restated Credit Agreement, which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.