FiscalNote Holdings, Inc. (NOTE): debt financing — FiscalNote exchanges 5.88M shares for $46.8M convertible note, matures 2028, 7.5% interest

FiscalNote Holdings, Inc.

Investor returns 5,881,723 Class A shares for cancellation; company issues $46.79M subordinated convertible note due July 2028.
Note bears 7.50% annual interest; first year PIK, thereafter cash or shares at company's option.
Conversion price includes weighted-average anti-dilution protection; company may redeem after 24 months if stock price exceeds 120% of conversion price.
Mutual release of all claims related to the prior note and its conversion.
Issuance exempt from registration under Securities Act Sections 4(a)(2) and 3(a)(9).

item 1.01 item 2.01 item 2.03 item 3.02 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 of $46,793,888.70 with GPO FN Noteholder LLC at 7.50% per annum maturing July 3, 2028.

Instrument: convertible notes
Principal: $46,793,888.70
Counterparty: GPO FN Noteholder LLC
Rate: 7.50% per annum
Maturity: July 3, 2028
Event: incurrence

Exact text from the filing

the Company will issue to the Investor a subordinated convertible promissory note in an initial principal amount of $46,793,888.70 (the “New Note”)

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

FiscalNote Holdings, Inc. entered into Exchange and Settlement Agreement with GPO FN Noteholder LLC valued at $46,793,888.70 (effective 2023-06-30).

Action: entry
Agreement: settlement
Counterparty: GPO FN Noteholder LLC
Value: $46,793,888.70
Effective: 2023-06-30

Exact text from the filing

On June 30, 2023 (the “Subscription Date”), FiscalNote Holdings, Inc. (the “Company”) entered into an Exchange and Settlement Agreement (the “Exchange and Settlement Agreement”) with GPO FN Noteholder LLC (the “Investor”)

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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 0000950170-23-031257

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