FiscalNote Holdings, Inc. (NOTE): debt financing — FiscalNote acquires Dragonfly Eye for up to £26.5M in cash, stock, and convertible notes

FiscalNote Holdings, Inc.

Purchase price: £4.5M cash, £9.5M in Class A common stock, and £9.0M in convertible notes.
Additional earnout of up to £3.5M based on Dragonfly's 2023 revenue targets.
Convertible notes bear 8% interest (paid in kind), convertible at $10/share after 18 months, maturing in 5 years.
Notes subordinated to existing Senior Loans with Runway Growth Finance Corp.; conversion of full principal would issue ~900k shares.
Transaction closed on January 27, 2023; shares and notes issued in exempt private placement.

item 1.01 item 2.03 item 3.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

FiscalNote Holdings, Inc. incurred convertible notes with Runway Growth Finance Corp..

Instrument: convertible notes
Counterparty: Runway Growth Finance Corp.
Event: incurrence

Exact text from the filing

the Convertible Notes will be subordinated to the Company’s and the Borrowers’ respective obligations under that certain Second Amended and Restated Credit and Guaranty Agreement dated as of July 29, 2022

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

FiscalNote Holdings, Inc. incurred convertible notes of £9.0 million pounds at 8.0% per annum.

Instrument: convertible notes
Principal: £9.0 million pounds
Rate: 8.0% per annum
Event: incurrence

Exact text from the filing

the Company issued approximately £9.0 million pounds in aggregate principal amount of Convertible Notes to Eligible Sellers in the Transaction

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

FiscalNote Holdings, Inc. entered into Sale and Purchase Agreement with the persons and entities listed on Schedule 1 to the Purchase Agreement (the "Sellers") valued at up to £26.5 million pounds sterling (effective 2023-01-27).

Action: entry
Agreement: asset purchase
Counterparty: the persons and entities listed on Schedule 1 to the Purchase Agreement (the "Sellers")
Value: up to £26.5 million pounds sterling
Effective: 2023-01-27

Exact text from the filing

On January 27, 2023, FiscalNote Holdings, Inc., a Delaware corporation (the " Company "), entered into a Sale and Purchase Agreement (the " Purchase Agreement ") with the persons and entities listed on Schedule 1 to the Purchase Agreement (the " Sellers ").

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10 debt financings filed in the last 30 days. Browse all debt financings →

FiscalNote Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0000950170-23-001285

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