FiscalNote Announces Sale of Board.Org Community Engagement Platform for up to $103 Million in Total Consideration
12 March 2024 - 10:00PM
Business Wire
Provides Significant Deleveraging with $95
Million in Cash Consideration to Pay Down Debt and Bolster Balance
Sheet
FiscalNote Enters 2024 with a Focused AI
Product Strategy to Drive Long-Term Growth in Policy and Global
Intelligence
FiscalNote Holdings, Inc. (NYSE: NOTE), a leading AI-driven
enterprise SaaS technology provider of policy and global
intelligence, today announced the divestiture of its Board.org
business to Executive Platforms, a portfolio company of Falfurrias
Capital Partners, for $95 million in cash, subject to customary
adjustments, and post-closing earnout opportunities for total
consideration of up to $103 million. Board.org represents
approximately 10% of FiscalNote’s FY 2023 GAAP revenue, reported
separately today.
The resulting proceeds of the divestiture of Board.org provides
FiscalNote with a bolstered capital structure, allowing the Company
to allocate capital and resources to expand its AI leadership, grow
its base of global customers and, over the long-term, drive
predictable, high-margin compounding growth in its core policy and
global intelligence businesses. The transaction allows FiscalNote
to materially delever its capital structure by reducing its senior
debt and increasing cash to strengthen its balance sheet as it
continues to build upon its decade-long leadership and innovation
in AI-enabled intelligence solutions.
Board.org is a peer-to-peer executive community platform focused
on structured collaborative insights and unbiased, actionable
advice from domain experts and leaders of various industries and
functions, including social media, health, talent marketing,
corporate social responsibility, enterprise data, and diversity,
equity, and inclusion.
Board.org was acquired by FiscalNote in 2021 for $10 million in
cash and $4.3 million in convertible securities ($14.3 million in
total consideration), and operated as an independent product
offering of FiscalNote. The divestiture aligns with the Company’s
refined product strategy and allows FiscalNote to focus on its core
policy, regulatory and geopolitical intelligence products, which we
expect to deliver strong, profitable growth long-term.
“The divestiture of Board.org is a clear illustration of the
stark undervaluation of FiscalNote in the public markets. Further,
it is evidence of our ability to deploy capital to drive the
strongest return on investment over time,” said Tim Hwang,
Chairman, CEO, and Co-founder of FiscalNote. “Over our three-year
ownership period, FiscalNote meaningfully grew Board.org, launched
new communities, and drove new innovation in community engagement,
resulting in market share growth and sustained leadership within
its niche market. We are grateful to the entire Board.org team for
their contributions to FiscalNote and we look forward to their
ongoing success in the peer-to-peer executive community platform
sector and will continue to support the team through a successful
transition. We have full confidence that management will achieve
its $17.5 million earnout revenue target.”
Moelis & Company LLC served as exclusive financial advisor
and Greenberg Traurig, LLP served as legal counsel to FiscalNote on
this transaction.
Strengthens Balance Sheet
The proceeds of the transaction will significantly enhance the
Company’s balance sheet. In addition to bringing approximately $15
million in cash to the balance sheet, the Company repaid $65.7
million of senior debt and amended its Credit Agreement with its
lenders to, among other matters, extend principal repayments a full
year to August 2026. Details of sources and uses related to the
proceeds are noted in the Company's Investor Presentation dated
March 12, which can be found here.
“In 2023 we reached the inflection point of Adjusted EBITDA
profitability, rationalized our product portfolio, and aligned our
sales and operations. Today, as we enter 2024, we have a stronger
capital structure, product portfolio, go-to-market strategy, and
organizational model to drive profitable growth. We are excited for
the road ahead,” continued Hwang.
Separately, the Company announced its Q4 and FY2023 financial
results. FiscalNote will hold an investor call today, Tuesday,
March 12 at 10:00 am ET. To join To access this call, dial 1 (888)
660-6510 for the U.S. or Canada, or 1 (929) 203-0882 for callers
outside the U.S. or Canada with the conference ID 1271923. A live
webcast of the conference call will be accessible from the Investor
Relations section of FiscalNote's website at
https://investors.fiscalnote.com/, and a recording will be archived
and accessible at https://investors.fiscalnote.com/. An audio
replay of this conference call will also be available through March
26, 2024, by dialing 1 (800) 770-2030 for the U.S. or Canada, or 1
(609) 800-9909 for callers outside the U.S. or Canada, and entering
1271923.
About FiscalNote
FiscalNote (NYSE: NOTE) is a leader in policy and global
intelligence. By uniquely combining data, technology, and insights,
FiscalNote empowers customers to manage political and business
risk. Since 2013, FiscalNote has pioneered technology that delivers
critical insights and the tools to turn them into action. Home to
CQ, FrontierView, Oxford Analytica, 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240312080030/en/
Media Nicholas Graham FiscalNote press@fiscalnote.com
Investor Relations Sara Buda FiscalNote
IR@fiscalnote.com
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