FiscalNote Secures up to $250 million in Capital, Representing Strong
Institutional Support and Validation of FiscalNote's Long-Term
Growth Plan
Enhancements to Business Combination Agreement
Provide Additional Benefits to Duddell Street and FiscalNote
Shareholders
Company Reiterates FY2022 Revenue Growth
Targets
WASHINGTON, May 9, 2022 /PRNewswire/ -- FiscalNote Holdings,
Inc., ("FiscalNote"), a leading AI-driven enterprise SaaS company
that delivers legal and regulatory data and insights, and Duddell
Street Acquisition Corp. ("Duddell Street" or "DSAC") (Nasdaq:
DSAC), a publicly-traded special purpose acquisition company, today
announced FiscalNote's signing of a commitment letter for a
significantly upsized credit facility, with Runway Growth Capital,
ORIX Growth Capital, and Atalaya Capital Management, providing for
up to $250 million in senior debt
funding, as well as enhancements to the Business Combination
Agreement such as the establishment of a bonus pool for
non-redeeming DSAC shareholders.
The expanded credit facility will provide a 5-year senior
secured term loan of up to $250
million, including an aggregate principal amount of
$150 million financing committed at
closing with an additional accordion facility for $100 million, subject to certain
conditions.1 Proceeds at closing are
expected to be used to drive the company's growth through an
acceleration of investment in go-to-market and other capabilities,
fund the company's successful M&A strategy, and refinance
certain existing indebtedness of FiscalNote. The new credit
facility replaces the previously announced PIPE with a flexible
source of funding with an attractive cost of capital that can
expand as the company grows.
In addition, FiscalNote and DSAC are allocating, on a pro rata
basis, the 10 million shares previously reserved for the PIPE into
a bonus pool available exclusively to non-redeeming DSAC public
shareholders and backstop providers, with existing FiscalNote
equity holders retaining approximately 75% pro forma equity
ownership in the post-business combination company.
The parties also have expanded the scope of the existing earnout
structure, providing existing FiscalNote equity holders the
opportunity to receive additional shares of common stock of the
combined company if certain stock price growth targets are
achieved.
The company currently remains on pace to achieve its growth
targets and is reiterating its revenue guidance for FY2022.
"This incremental capital represents a tremendous opportunity
for shareholders and is an accomplishment for FiscalNote, while
marking yet another impactful milestone in securing our long-term
success as a publicly-traded company," said Tim Hwang, CEO & Co-founder of FiscalNote.
"It's a strong validation from leading financial partners who share
a deep confidence in our global mission, growth plan, and business
proposition. We look forward to leveraging this facility to execute
our growth strategy, lower our cost of capital, and drive long-term
value."
"The new facility, combined with the revised transaction
structure, reaffirms FiscalNote and Duddell Street's joint
commitment to drive long-term value creation for all shareholders,"
said Manoj Jain, CEO of Duddell
Street, and Co-Chief Investment Officer of Maso Capital.
"FiscalNote continues to execute its growth strategy, and with
significant funding from global partners, we believe the company
has the foundation it needs to achieve its organic and M&A
targets. Overall, these enhancements represent responsible and
effective financial stewardship of the company through a
sustainable and beneficial capital structure."
Business Combination Agreement Details
FiscalNote
previously announced plans to become a publicly-traded company
through a business combination agreement with Duddell Street
Acquisition Corp. (Nasdaq: DSAC). Completion of the proposed
business combination is subject to Duddell Street's registration
statement on Form S-4 (the "Registration Statement") being declared
effective by the Securities & Exchange Commission ("SEC"), the
approval of the proposed business combination by Duddell Street's
shareholders, and other customary closing conditions. The SEC is
continuing its regulatory review process in connection with the
Registration Statement. Once this review is completed, the parties
will seek the required shareholder approvals and proceed to close
the proposed business combination, with a target closing date in Q2
of this year.
About FiscalNote
FiscalNote is a leading global
technology provider of legal and policy data and insights. By
combining AI capabilities, expert analysis, and legislative,
regulatory, and geopolitical data, FiscalNote is reinventing the
way that organizations minimize risk and capitalize on opportunity.
Home to CQ, Roll Call, Oxford Analytica, and VoterVoice, FiscalNote
empowers clients worldwide to monitor, manage, and act on the
issues that matter most to them. To learn more about FiscalNote and
its family of brands, visit FiscalNote.com and follow
@FiscalNote.
About Duddell Street Acquisition Corp.
Duddell Street
Acquisition Corp. was formed for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses.
Duddell Street is sponsored by Hong
Kong-based hedge fund Maso Capital. Since inception, Maso
Capital has invested in more than one thousand companies and
situations across multiple sectors and geographies. Leveraging its
stature and reputation in Hong
Kong and its experienced investment team, Maso Capital has
had investments in a number of TMT, healthcare, fintech and
consumer companies in the region. For more information, please
visit DSAC.co.
Contacts:
Media
FiscalNote
Nicholas Graham
press@fiscalnote.com
Investors
ICR, Inc. for FiscalNote
Sean Hannan
IR@fiscalnote.com
Duddell Street Acquisition Corp.
Sam Joshi
IR@masocapital.com
Additional Information and Where to Find It
In connection with its proposed business combination with
FiscalNote, Duddell Street Acquisition Corp. (Nasdaq: DSAC)
("Duddell Street") has filed relevant materials with the SEC,
including the Registration Statement, which includes a proxy
statement/prospectus of Duddell Street, and will file other
documents regarding the proposed business combination with the SEC.
Duddell Street's shareholders and other interested persons are
advised to read the preliminary proxy statement/prospectus and the
amendments thereto and, when available, the definitive proxy
statement and documents incorporated by reference therein filed in
connection with the proposed business combination, as these
materials will contain important information about FiscalNote,
Duddell Street and the proposed business combination. Promptly
after the Registration Statement is declared effective by the SEC,
Duddell Street will mail the definitive proxy statement/prospectus
and a proxy card to each shareholder entitled to vote at the
meeting relating to the approval of the business combination and
other proposals set forth in the proxy statement/prospectus. Before
making any voting or investment decision, investors and
shareholders of Duddell Street are urged to carefully read the
entire registration statement and proxy statement/prospectus, when
they become available, and any other relevant documents filed with
the SEC, as well as any amendments or supplements to these
documents, because they will contain important information about
the proposed business combination. The documents filed by Duddell
Street with the SEC may be obtained free of charge at the SEC's
website at www.sec.gov.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Participants in the Solicitation
Duddell Street and its directors and executive officers may be
deemed participants in the solicitation of proxies from its
shareholders with respect to the business combination. A list of
the names of those directors and executive officers and a
description of their interests in Duddell Street will be included
in the proxy statement/prospectus for the proposed business
combination when available at www.sec.gov. Information about
Duddell Street's directors and executive officers and their
ownership of Duddell Street shares is set forth in Duddell Street's
prospectus, dated October 28, 2020.
Other information regarding the interests of the participants in
the proxy solicitation will be included in the proxy
statement/prospectus pertaining to the proposed business
combination when it becomes available. These documents can be
obtained free of charge from the source indicated above.
FiscalNote and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
shareholders of Duddell Street in connection with the proposed
business combination. A list of the names of such directors and
executive officers and information regarding their interests in the
proposed business combination will be included in the proxy
statement/prospectus for the proposed business combination.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995. Such statements may include, but are not limited to,
statements about future financial and operating results, plans,
objectives, expectations and intentions with respect to future
operations, products and services; and other statements identified
by words such as "will," "are expected to," "is anticipated,"
"estimated," "believe," "intend," "plan," "projection," "pro
forma," "outlook" or words of similar meaning. These
forward-looking statements include, but are not limited to,
statements regarding FiscalNote's industry and market sizes, future
opportunities for FiscalNote and Duddell Street, FiscalNote's
estimated future results and the proposed business combination
between Duddell Street and FiscalNote, including pro forma market
capitalization, pro forma revenue, the expected transaction and
ownership structure and the likelihood, timing and ability of the
parties to successfully consummate the proposed transaction. Such
forward-looking statements are based upon the current beliefs and
expectations of Duddell Street's and FiscalNote's managements and
are inherently subject to significant business, economic and
competitive uncertainties and contingencies, many of which are
difficult to predict and generally beyond Duddell Street's or
FiscalNote's control. Actual results and the timing of events may
differ materially from the results anticipated in these
forward-looking statements. Except as required by law, Duddell
Street and FiscalNote do not undertake any obligation to update or
revise any forward-looking statements whether as a result of new
information, future events or otherwise.
1 The facility will have a 5-year
term, accrue interest at the greater of the Prime Rate plus 5.0%
and 9.0% (plus 1.0% PIK interest), and provide for customary
affirmative and negative covenants.
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SOURCE FiscalNote