FiscalNote Holdings Enters $40 Million Sale Agreement for Subsidiaries

FiscalNote Holdings, Inc. (NYSE: NOTE) announced on February 21, 2025, that its indirect wholly owned subsidiary, FiscalNote, Inc., has entered into an Equity Purchase Agreement with Factiva Ltd. The agreement provides for the sale of all outstanding equity interests in two businesses—Dragonfly Eye Limited, a UK private limited company, and The Oxford Analytica International Group, LLC, a Delaware limited liability company—for an aggregate purchase price of $40.0 million in cash, subject to customary purchase price adjustments.

Under the terms of the Purchase Agreement, the final purchase price will be adjusted based on the Sold Businesses’ working capital on the closing date, along with factors such as indebtedness and transaction expenses, which include retention payments to certain employees following the closing. The Purchase Agreement contains routine representations, warranties, covenants and indemnification provisions, and either party may terminate the agreement under specified conditions, including if the transactions are not consummated by June 30, 2025.

In connection with the sale, FiscalNote also executed Amendment No. 5 to its existing Credit Agreement on the same day. As part of the Credit Agreement Amendment, the company’s lenders consented to the transaction and agreed to automatically release Dragonfly and Oxford, along with their respective subsidiaries, as guarantors under the credit facility upon remittance of approximately $27.14 million from the sale proceeds. Additionally, the amendment increases the company’s minimum liquidity covenant from $22.5 million to $25.0 million and revises the requirements for minimum annual recurring revenue (ARR) and adjusted EBITDA, as well as the permissible adjustments to adjusted EBITDA, to reflect the divestiture of these businesses.

Subject to the satisfaction or waiver of regulatory approvals and other customary closing conditions—including clearance from the Austrian competition authorities—the company expects that the transactions will be completed by the end of the quarter ending March 31, 2025.

The filing noted that the detailed terms of both the Purchase Agreement and the Credit Agreement Amendment have been made available via the relevant exhibits filed with the SEC. Investors are cautioned that the representations and warranties provided in the agreements are limited in nature and pertain only to the transaction terms, and may not necessarily reflect the broader operational or financial conditions of FiscalNote Holdings or its subsidiaries.

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This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read FiscalNote’s 8K filing here.

About FiscalNote

FiscalNote Holdings, Inc operates as technology company North America, Europe, Australia, and Asia. It combines artificial intelligence technology, machine learning, and other technologies with analytics, workflow tools, and expert research. The company also delivers that intelligence through its suite of public policy and issues management products, as well as powerful tools to manage workflows, advocacy campaigns, and constituent relationships.