Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: The following table provides information with respect to repurchases of shares of Common Stock by the Corporation during the three months ended February 28, 2023:
+Added: The following table provides information with respect to repurchases of shares of Common Stock by the Corporation during the three months ended August 31, 2023:
Issuer Purchases of Equity Securities
7 unchanged sentences
approximate dollar value) that may yet be purchased under the plans or programs (i)
−Removed: December 1 through December 31, 2022 202,749 39.25 202,749 $67.0
−Removed: January 1 through January 31, 2023 472,124 42.10 472,124 47.2
−Removed: February 1 through February 28, 2023 417,773 45.42 417,773 28.2
+Added: June 1 through June 30, 2023 55,291 $43.39 55,291 $19.2
+Added: July 1 through July 31, 2023 136,881 43.81 136,881 113.2
+Added: August 1 through August 31, 2023 626,255 43.94 626,255 85.7
Total 818,427 818,427 $85.7
−Removed: (i) Represents the amount remaining at the respective period end.
−Removed: At February 28, 2023, $28.2 remained under the $48.8 Board authorization for Common share repurchases announced on December 14, 2022, which is available for further repurchases, from time to time as conditions allow, on the open market or through privately negotiated transactions.
+Added: (i) Represents the amount remaining at August 31, 2023 under the current $100.0 Board authorization for Common share repurchases announced on July 19, 2023, which is available for further repurchases, from time to time as conditions allow, on the open market or through privately negotiated transactions.
See Note 12 of Notes to Condensed Consolidated Financial Statements - unaudited in Item 1, “Financial Statements,” for a description of the Company’s share buy-back program and share repurchase authorizations.
−Removed: Subsequent to February 28, 2023, the Board authorized an additional $50.0, resulting in a current authorization of $75.2, for Common share repurchases, which includes the remaining $28.2 from the previous Board authorization less share repurchases of $3.0 subsequent to February 28, 2023.
SCHOLASTIC CORPORATION
−Removed: 10.1 Amended and Restated Credit Agreement dated as of October 27, 2021 (the “Credit Agreement”) among Scholastic Corporation and Scholastic Inc., as Borrowers, the lenders from time to time party thereto, Wells Fargo Bank, National Association and Truist Bank as Co-Syndication Agents, Fifth Third Bank, National Association, HSBC Bank USA, National Association, and Citibank, N.A.
−Removed: as Co-Agents and Bank of America, N.A., as Administrative Agent (supersedes and replaces Exhibit 10.1 to the Corporation’s Quarterly Report on Form 10-Q as filed with the SEC on December 17, 2021, SEC File No.
−Removed: 10.2 First Amendment , dated as of February 28, 2023 to the Amended and Restated Credit Agreement dated as of October 27, 2021 (the “Credit Agreement”) by and between Scholastic Corporation and Scholastic Inc., the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent.
−Removed: 10.3 Second Amendment , dated as of February 28, 2023 to the Amended and Restated Credit Agreement dated as of October 27, 2021 (the “Credit Agreement”) by and between Scholastic Corporation and Scholastic Inc., the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent.
31.1 Certification of the Chief Executive Officer of Scholastic Corporation filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
1 unchanged sentence
32 Certifications of the Chief Executive Officer and Chief Financial Officer of Scholastic Corporation furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: 101 Financial Statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended February 28, 2023 formatted in Inline Extensible Business Reporting Language:
+Added: 101 Financial Statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended August 31, 2023 formatted in Inline Extensible Business Reporting Language:
(i) Condensed Consolidated Statements of Operations;
5 unchanged sentences
SCHOLASTIC CORPORATION
−Removed: QUARTERLY REPORT ON FORM 10-Q, DATED February 28, 2023
+Added: QUARTERLY REPORT ON FORM 10-Q, DATED August 31, 2023
Exhibits Index
Exhibit Number Description of Document
−Removed: 10.1 Amended and Restated Credit Agreement dated as of October 27, 2021 (the “Credit Agreement”) among Scholastic Corporation and Scholastic Inc., as Borrowers, the lenders from time to time party thereto, Wells Fargo Bank, National Association and Truist Bank as Co-Syndication Agents, Fifth Third Bank, National Association, HSBC Bank USA, National Association, and Citibank, N.A.
−Removed: as Co-Agents and Bank of America, N.A., as Administrative Agent (supersedes and replaces Exhibit 10.1 to the Corporation’s Quarterly Report on Form 10-Q as filed with the SEC on December 17, 2021, SEC File No.
−Removed: 10.2 First Amendment, dated as of February 28, 2023 to the Amended and Restated Credit Agreement dated as of October 27, 2021 (the “Credit Agreement”) by and between Scholastic Corporation and Scholastic Inc., the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent.
−Removed: 10.3 Second Amendment, dated as of February 28,2023 to the Amended and Restated Credit Agreement dated as of October 27, 2021 (the “Credit Agreement”) by and between Scholastic Corporation and Scholastic Inc., the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent.
31.1 Certification of the Chief Executive Officer of Scholastic Corporation filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
1 unchanged sentence
32 Certifications of the Chief Executive Officer and Chief Financial Officer of Scholastic Corporation furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: 101 Financial Statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended February 28, 2023 formatted in Inline Extensible Business Reporting Language:
+Added: 101 Financial Statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended August 31, 2023 formatted in Inline Extensible Business Reporting Language:
(i) Condensed Consolidated Statements of Operations;
7 unchanged sentences
SCHOLASTIC CORPORATION
−Removed: March 24, 2023 By:
+Added: September 22, 2023 By:
/s/ Peter Warwick
3 unchanged sentences
(Principal Executive Officer)
−Removed: March 24, 2023 By:
+Added: September 22, 2023 By:
/s/ Kenneth J.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.