---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-068263"
form_type: "8-K"
ticker: "NOTE"
cik: "0001823466"
company_name: "FiscalNote Holdings, Inc."
filed_at: "2024-03-15T23:59:59+00:00"
generated_at: "2026-06-04T17:45:06.140021+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# FiscalNote sells Board.org for $95M cash; uses $65.7M to retire term loans

## Summary
- Sold Board.org for $95M cash at closing plus up to $8M earnout based on 2024 revenue targets.
- Used $65.7M of proceeds to permanently retire term loans; paid ~$7.1M in prepayment and exit fees.
- Post-closing cash ~$45M; total debt ~$176M; pro forma net loss improved to $46.3M from $115.3M.
- Credit Amendment extended amortization start to Aug 2026 and raised minimum liquidity covenant to $22.5M.
- Pro forma 2023 revenue of $119M (down from $133M) after removing Board.org's historical results.

## SEC filing metadata
- accession: 0001193125-24-068263
- form_type: 8-K
- ticker: NOTE
- cik: 0001823466
- company_name: FiscalNote Holdings, Inc.
- filed_at: 2024-03-15T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.01, 2.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1823466/000119312524068263/0001193125-24-068263-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1823466/000119312524068263/d809804d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-068263
- JSON: https://secwatch.observer/filing/0001193125-24-068263.json
- Plain text: https://secwatch.observer/filing/0001193125-24-068263.txt

## Key facts
- M&A Transactions
  FiscalNote Holdings, Inc. completed a disposition involving Exec Connect Intermediate LLC for total value of $103.0 million, consisting of $95.0 million in cash at closing and a potential earnout opportunity of up to $8.0 million (closed 2024-03-11).
  - Action: disposition
  - Counterparty: Exec Connect Intermediate LLC
  - Consideration: total value of $103.0 million, consisting of $95.0 million in cash at closing and a potential earnout opportunity of up to $8.0 million
  - Closing: 2024-03-11
  source text: (the “ Purchase Agreement ”) with Exec Connect Intermediate LLC (the “ Buyer ”), providing for the sale of the equity in FiscalNote Boards LLC to the Buyer for a total value of $103.0 million, consisting of $95.0 million in cash at closing and a potential earnout opportunity of up to $8.0 million. The stated purchase price is subject to adjustments based on
  evidence_url: https://www.sec.gov/Archives/edgar/data/1823466/000119312524068263/0001193125-24-068263-index.htm
- Material Agreements
  FiscalNote Holdings, Inc. amended Amendment No. 4 to the Credit Agreement (effective 2024-03-11).
  - Action: amendment
  - Agreement: credit facility
  - Effective: 2024-03-11
  source text: In connection with the completion of the sale of Board.org on the Closing Date, the Company also entered into Amendment No. 4 to the Credit Agreement (the “ Credit Agreement Amendment ”), pursuant to which, among other things, the lenders consented to the release the liens on Board.org’s assets and permitted the consummation of the sale in exchange for the permanent retirement of $65.7 million (the “ Pay-Down Amount ”) of term loans under the Credit Agreement and payment of approximately $7.1 million of related prepayment and exit fees.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1823466/000119312524068263/0001193125-24-068263-index.htm
- Material Agreements
  FiscalNote Holdings, Inc. entered into Equity Purchase Agreement with Exec Connect Intermediate LLC valued at $103.0 million (effective 2024-03-11).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: Exec Connect Intermediate LLC
  - Value: $103.0 million
  - Effective: 2024-03-11
  source text: On the Closing Date, FiscalNote, Inc. (the “ Seller ”), an indirect wholly-owned subsidiary of the Company, and FiscalNote Boards LLC, a wholly-owned subsidiary of the Seller which operated the Board.org business, entered into an Equity Purchase Agreement (the “ Purchase Agreement ”) with Exec Connect Intermediate LLC (the “ Buyer ”), providing for the sale of the equity in FiscalNote Boards LLC to the Buyer for a total value of $103.0 million, consisting of $95.0 million in cash at closing and a potential earnout opportunity of up to $8.0 million.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1823466/000119312524068263/0001193125-24-068263-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.