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 Announces Definitive Agreement to Divest Additional Non-Core Assets to Fuel Policy-Focused Growth, Boost Profitability, and Strengthen Balance Sheet
Media
Nicholas Graham
FiscalNote
press@fiscalnote.com
Investor Relations
Bob Burrows
FiscalNote
IR@fiscalnote.com
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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