Sale of Oxford Analytica and Dragonfly to
Dow Jones for $40 Million in Total Consideration Will Reduce Debt
and Further Deleverage the Balance Sheet
Sale Allows the Company to Focus on Its
4,000+ Global Policy Customers, Drive Further Operating
Efficiencies, Increase Profitability, and Accelerate Path to
Positive Free Cash Flow
Board of Directors Continues to Review All
Strategic Options Available to the Company to Maximize Shareholder
Value
FiscalNote Holdings, Inc. (NYSE: NOTE), a leading AI-driven
enterprise SaaS technology provider of policy and global
intelligence, today announced it has entered into a definitive
agreement to divest two portfolio companies within its Global
Intelligence business, Oxford Analytica and Dragonfly, to Dow
Jones, a global news and information provider and division of News
Corp, for total consideration of $40 million, continuing
FiscalNote’s ongoing strategic shift to focus on its core Policy
platform. The transaction is expected to close in Q1 2025, subject
to receipt of antitrust clearance in Austria and other customary
closing conditions. The transaction is not subject to any financing
condition.
The resulting net proceeds provide FiscalNote a return of
capital that helps reduce its senior term loan and strengthens its
balance sheet while further simplifying the business as it reduces
complexity and drives more productivity, efficiency, and
profitability.
Oxford Analytica, acquired by FiscalNote in February 2021,
produces geopolitical analysis and provides advisory services to
help customers understand and respond to political, economic, and
societal risks. Dragonfly, acquired by FiscalNote in January 2023,
provides forward-looking global security intelligence and data that
customers utilize to keep operations, personnel, and assets safe.
The Oxford Analytica and Dragonfly businesses have offered their
products independently of FiscalNote’s core products. Oxford
Analytica and Dragonfly are each primarily based in the United
Kingdom.
Commenting on this transaction, Josh Resnik, FiscalNote’s CEO
& President, said, “We have committed to driving product-led
growth, expanding profitability, and improving our balance sheet.
With today’s announcement, we are continuing to deliver. This
divestiture enables us to pay down a significant portion of our
senior term loan, resulting in a cumulative paydown of more than 60
percent in the past year. Beyond strengthening our financial
position, this move will streamline operations, expand Adjusted
EBITDA margins, and accelerate our path to positive free cash flow.
It also will further sharpen our focus on our core Policy solutions
– including PolicyNote, our cutting-edge AI-powered policy
management solution – to drive growth. Make no mistake: we are
executing a proven playbook in a market where we lead, and we will
deliver enduring growth and sustained, long-term value for
customers and shareholders – just as we said we would.”
Solomon Partners is serving as exclusive financial advisor and
Greenberg Traurig, LLP is serving as legal counsel to FiscalNote on
the transaction.
About FiscalNote
FiscalNote (NYSE: NOTE) is the leading SaaS provider of policy
and regulatory intelligence. By uniquely combining proprietary AI
technology, comprehensive data, and decades of trusted analysis,
FiscalNote helps customers manage political and business risk.
Since 2013, FiscalNote has pioneered solutions that deliver
critical insights, enabling efficient decision making and giving
organizations the competitive edge they need. Home to CQ, Roll
Call, VoterVoice, and many other industry-leading brands,
FiscalNote serves thousands of customers worldwide with global
offices in North America, Europe, Asia, and Australia. To learn
more about FiscalNote and its family of brands, visit
FiscalNote.com and follow @FiscalNote.
About Dow Jones
Dow Jones is a global provider of news and business information,
delivering content to consumers and organizations around the world
across multiple formats, including print, digital, mobile and live
events. Dow Jones has produced unrivaled quality content for more
than 130 years and today has one of the world’s largest
news-gathering operations globally. It is home to leading
publications and products including the flagship Wall Street
Journal, America’s largest newspaper by paid circulation; Barron’s,
MarketWatch, Mansion Global, Financial News, Investor’s Business
Daily, Factiva, Dow Jones Risk & Compliance, Dow Jones
Newswires, OPIS and Chemical Market Analytics. Dow Jones is a
division of News Corp (Nasdaq: NWS, NWSA; ASX: NWS, NWSLV).
Safe Harbor Statement
Certain statements in this press release may be considered
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements generally relate to future events or FiscalNote’s future
financial or operating performance. For example, statements
regarding FiscalNote’s financial outlook for future periods,
expectations regarding profitability, capital resources and
anticipated growth in the industry in which FiscalNote operates are
forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as “pro forma,”
“may,” “should,” “could,” “might,” “plan,” “possible,” “project,”
“strive,” “budget,” “forecast,” “expect,” “intend,” “will,”
“estimate,” “anticipate,” “believe,” “predict,” “potential” or
“continue,” or the negatives of these terms or variations of them
or similar terminology. Such forward-looking statements are subject
to risks, uncertainties, and other important factors that could
cause actual results to differ materially from those expressed or
implied by such forward-looking statements.
Factors that may impact such forward-looking statements include
FiscalNote’s ability to achieve and sustain organic growth; changes
in FiscalNote’s strategy, future operations, financial position,
estimated revenue and losses, forecasts, projected costs, prospects
and plans; FiscalNote’s future capital requirements; FiscalNote’s
ability to service its repayment obligations and maintain
compliance with covenants and restrictions under its existing debt
agreements; demand for FiscalNote’s services and the drivers of
that demand; FiscalNote’s ability to provide highly useful,
reliable, secure and innovative products and services to its
customers; FiscalNote’s ability to attract new customers, retain
existing customers, expand its products and service offerings with
existing customers, expand into geographic markets or identify
areas of higher growth; any cost reduction initiatives undertaken
by FiscalNote; FiscalNote’s ability to successfully integrate
acquired businesses and services, and subsequently grow acquired
businesses; risks associated with international operations,
including compliance complexity and costs, increased exposure to
fluctuations in currency exchange rates, political, social and
economic instability, and supply chain disruptions; FiscalNote’s
ability to develop, enhance, and integrate its existing platforms,
products, and services; FiscalNote’s estimated total addressable
market and other industry and performance projections; FiscalNote's
reliance on third-party systems and data, its ability to integrate
such systems and data with its solutions and its potential
inability to continue to support integration; potential technical
disruptions, cyberattacks, security, privacy or data breaches or
other technical or security incidents that affect FiscalNote’s
networks or systems or those of its service providers; FiscalNote’s
ability to obtain and maintain accurate, comprehensive, or reliable
data to support its products and services; FiscalNote’s ability to
introduce new features, integrations, capabilities, and
enhancements to its products and services; FiscalNote’s ability to
maintain and improve its methods and technologies, and anticipate
new methods or technologies, for data collection, organization, and
analysis to support its products and services; competition and
competitive pressures in the markets in which FiscalNote operates,
including larger well-funded companies shifting their existing
business models to become more competitive with FiscalNote;
FiscalNote’s ability to comply with laws and regulations in
connection with selling products and services to U.S. and foreign
governments and other highly regulated industries; FiscalNote’s
ability to retain or recruit key personnel; FiscalNote’s ability to
adapt its products and services for changes in laws and regulations
or public perception, or changes in the enforcement of such laws,
relating to artificial intelligence, machine learning, data privacy
and government contracts; changing public sector or private sector
customer spending priorities; adverse general economic and market
conditions reducing spending on our products and services; the
outcome of any known and unknown litigation and regulatory
proceedings; FiscalNote’s ability to maintain public
company-quality internal control over financial reporting; and
FiscalNote’s ability to protect and maintain its brands and other
intellectual property rights.
These and other important factors discussed in FiscalNote’s SEC
filings, including its most recent reports on Forms 10-K and 10-Q,
particularly the "Risk Factors" sections of those reports, could
cause actual results to differ materially from those indicated by
the forward-looking statements made in this press release. These
forward-looking statements are based upon estimates and assumptions
that, while considered reasonable by FiscalNote and its management,
are inherently uncertain. Nothing in this press release should be
regarded as a representation by any person that the forward-looking
statements set forth herein will be achieved or that any of the
contemplated results of such forward-looking statements will be
achieved. You should not place undue reliance on forward-looking
statements, which speak only as of the date they are made.
FiscalNote undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required under
applicable securities laws.
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version on businesswire.com: https://www.businesswire.com/news/home/20250224473592/en/
Media Nicholas Graham FiscalNote press@fiscalnote.com
Investor Relations Bob Burrows FiscalNote
IR@fiscalnote.com
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