Divestiture Further Reduces Debt, Improves Operating Efficiencies, and Accelerates Path to Positive Free Cash Flow
Management Reaffirms FY 2025 Guidance for Both Total Revenues and Adjusted EBITDA, Reflecting Increasing Confidence in the Strength and Growth Prospects of the Streamlined and Focused Core Business
Board of Directors Continues to Review All Strategic Options Available to the Company to Maximize Shareholder Value
FiscalNote Holdings, Inc. (NYSE: NOTE) (“FiscalNote” or the “Company”), the leading provider of AI-driven policy and regulatory intelligence solutions, today announced it has entered into a definitive agreement to divest its Australian subsidiary, TimeBase, to Thomson Reuters Corporation (TSX/Nasdaq: TRI), a global content and technology company, for a total consideration of $6.5 million. The transaction is expected to close promptly following the receipt of antitrust clearance in Australia and other customary closing conditions. Upon closing, the Company will use net proceeds from this transaction to further pay down the existing balance of its senior term loan.
Notwithstanding the financial impact of this divestiture, FiscalNote reaffirms its full year 2025 financial forecast. The Company continues to project total revenues of $94-$100 million and adjusted EBITDA of $10-$12 million. This reaffirmation reflects the Company’s continued confidence in its operating plan and execution, even amid ongoing market volatility. Positive indicators continue to reinforce the Company’s outlook for accelerating performance in the second half of the year, driven largely by recent investments in its core policy offering such as the launch and ongoing enhancement of its new PolicyNote platform. The Company continues to see the benefit of streamlining initiatives and the management changes implemented earlier this year.
FiscalNote acquired TimeBase, a Sydney-based provider of Australian legislative information for legal professionals, in May 2021 as part of an M&A driven expansion into APAC. FiscalNote has operated TimeBase on a standalone basis, with no cross-sell into FiscalNote’s core customers, and represents approximately $1.3 million of FiscalNote’s $120.3 million of total GAAP revenue for the 12-month period ended December 31, 2024. FiscalNote will continue to serve customers in the Australia market through its separate PolicyNote platform and related solutions. Importantly, Australian policy and regulatory intelligence will remain a component of the core PolicyNote global data set.
Commenting on this transaction, Josh Resnik, FiscalNote’s CEO & President, said, “This divestiture is another clear step in sharpening our strategic focus, improving our capital structure, and accelerating our path to positive free cash flow. We are executing with discipline and streamlining operations while investing in the products and capabilities that matter most to our thousands of customers around the world. With a more focused portfolio and a strengthened balance sheet, we’re building a durable foundation for long term, sustainable growth.”
Womble Bond Dickinson (US) LLP and King & Wood Mallesons (AUS) are serving as legal counsel to FiscalNote on the transaction.
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