SCHOLASTIC CORPORATION (NASDAQ:SCHL) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

See the information set forth in Item 2.03, which is incorporated
by reference herein.

See the information set forth in Item 2.03, which is incorporated
by reference herein.

On January5, 2017, Scholastic Corporation (the Corporation) and
its principal operating subsidiary, Scholastic Inc., entered into
a 5-year credit
agreement with a syndicate of banks and Bank of America, N.A., as
administrative agent (the Credit Agreement). Merrill Lynch,
Piece, Fenner Smith Incorporated and Wells Fargo Securities, LLC
acted as joint lead arrangers and joint bookrunners.

The Credit
Agreement is in place of the Corporations existing credit
agreement and has substantially similar terms, except that (i)the
borrowing limit is reduced to $375million from $425million;
(ii)the starter basket for permitted payments of dividends and
other payments in respect of capital stock has been increased to
$275million from $75million and (iii)the maturity date has been
extended to January5, 2022. The Corporations existing credit
agreement originally entered into in 2007 and which had a
maturity date of December5, 2017 was terminated in connection
with the entry into the Credit Agreement.

The Credit
Agreement provides for an unsecured revolving credit facility.
Interest on borrowings under the facility may, at the
Corporations election, be either a base rate (the higher of Bank
of Americas prime rate, the Federal Funds Rate plus 0.5% per
annum, or LIBOR for a one month interest period plus 1% per
annum) or LIBOR plus, in each case, an applicable margin. The
applicable margin ranges from 0.175% per annum to 1.60% per annum
depending upon the type of loan under consideration and the
Corporations then prevailing Consolidated Debt Ratio (as defined
in the Credit Agreement). In addition, the Credit Agreement
provides for payment of a facility fee in respect of the
aggregate amount of revolving credit commitments ranging from
0.20% per annum to 0.40% per annum based upon the Corporations
then prevailing Consolidated Debt Ratio. The financial terms
disclosed in this paragraph are consistent with the financial
terms of the Corporations prior credit agreement.

A portion of the
revolving credit facility up to a maximum of $50million is
available for the issuance of letters of credit. In addition, a
portion of the revolving credit facility up to a maximum of
$15million is available for swing line loans. The Credit
Agreement has an accordion feature which permits the Corporation,
provided certain conditions are satisfied, to increase the
facility by up to an additional $150million.

The Credit
Agreement contains certain financial covenants related to debt
and interest coverage ratios (as defined in the Credit
Agreement), limitations on the amount of dividends and other
distributions, and other limitations on fundamental changes to
the Corporation or its business. The Credit Agreement also
provides for customary affirmative covenants (e.g., financial
reporting etc.) and certain events of default, including payment
defaults, covenant defaults and other customary defaults.

The foregoing
description of the Credit Agreement does not purport to be
complete and is subject to and qualified in its entirety by
reference to the Credit Agreement, which will be filed as an
exhibit to the Companys Quarterly Report on Form 10-Q for the quarter ended
February28, 2017.