FISCALNOTE HOLDINGS, INC. Item 8.01. Other Events.
As previously disclosed by
On
Pursuant to the Term Sheet, the New Note would have a maturity date five years from the date of issuance (the "Maturity Date") and bear interest at a rate of 7.50% per annum payable quarterly in arrears, as follows: (i) for the first year following the date of issuance, interest would be payable in kind; and (ii) for any period thereafter, interest would be payable in cash or shares of Class A Common Stock, at the Company's option, with the value per share determined with reference to the trailing 30-day volume weighted average trading price ("VWAP") prior to the interest payment date.
The New Note would be subordinate to the Company's obligations under its
existing senior secured indebtedness. Additionally, the New Note would be
subject to guarantees by the guarantors of the Company's existing senior secured
indebtedness. At any time prior to the Maturity Date, the Disputing Lender would
be entitled to convert all or any portion of the principal amount of the New
Note and accrued interest thereon into shares of Class A Common Stock at a
conversion price equal to
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The principal amount, together with accrued interest thereon, of the New Note would be redeemable by the Company in whole or in part as follows: (i) from the 24th month following issuance through the 48th month following issuance, if the Measurement Price (defined below) equals or exceeds 120% of the Conversion Price and (ii) thereafter at par regardless of the Measurement Price. "Measurement Price" would mean the VWAP of the Class A Common Stock on the NYSE during the 30-consecutive trading day period preceding a given redemption date.
In addition, the New Note would contain restrictive covenants and events of default provisions that are customary for transactions of this type. Additionally, the Disputing Lender would receive customary resale registration rights with respect to the shares of Class A Common Stock issuable upon conversion of the New Note.
The Term Sheet is non-binding and only requires the Company and Disputing Lender to negotiate the definitive documents in good faith and use reasonable best efforts to obtain all requisite third-party approvals required to consummate the transaction. Additionally, if definitive documentation is not mutually agreed within five months from the date of the Term Sheet, either party may elect to cease negotiations and terminate the Term Sheet. As a result, the terms of the New Note as set forth in the Term Sheet may be subject to change in connection with the preparation and execution of the definitive agreements and there is no guarantee that the parties will be able to finalize definitive agreements or that the closing conditions will be satisfied.
Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements 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 the potential exchange of the shares of Class A Common Stock held by the Disputing Lender to the Company, the potential issuance by the Company of the New Note and the principal terms thereof, including the timing and impacts of the transactions contemplated by the Term Sheet. Such forward-looking statements are based upon the current beliefs and expectations of the Company's management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond the Company's control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.
Nothing in this Current Report on Form 8-K 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. Except as may be required by law, the Company does not undertake any duty to update these forward-looking statements.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description 104 Cover Page Interactive Data File (formatted as Inline XBRL).
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