FiscalNote Earnings and Growth Projections
Sources & Uses
Sources
Cash in Trust¹
Transaction Summary
Valuation In-Line with Last Funding Round
Illustrative Pro Forma Ownership
Illustrative Pro Forma Valuation
$MM
Pro Forma Valuation
$MM, except per share data
at Close 3
175
Share Price ($)
10.00
Private Placement (PIPE)
100
Shares Outstanding²
132
SPAC Sponsor
44
Pro Forma Market Capitalization
1,318
Existing Shareholder Rollover
1,000
Pro Forma Net Debt
(130)
Total Sources
1,318
Pro Forma Enterprise Value
1,188
13%
3%
8%
Uses
$MM
EV FY22PF Sales4
Existing Shareholder Rollover
1,000
EV/FY23PF Sales4
Debt Paydown
127
SPAC Sponsor
44
Cash on Balance Sheet
118
Transaction Expenses
30
Total Uses
1,318
Illustrative Pro Forma Capital Structure
($MM)
Cash & Cash equivalents
Total Indebtedness5
6.87x
4.64x
76%
41
Total Debt
Net Debt
Oct-21
32
Adjustments
Pro Forma at Close
118
151
147
(127)
21
147
21
115
(130)
■ Existing FN Shareholders
Public SPAC Shareholders
■PIPE Investors
■SPAC Sponsor
Note: (1) Cash in trust is 100% backstopped by the SPAC Sponsor and its affiliates; (2) Excludes seller earnout of 3% of shares outstanding at closing of transaction at each of $12.5 / $15 / $20 / $25; (3) Pro
forma ownership excludes the impacts of public and private warrants held by the SPAC shareholders and the SPAC sponsor. Does not reflect percentages of voting rights, which will be impacted by dual class
structure to be adopted whereby certain Existing Fiscal Note Shareholders such as co-founders are expected to hold high vote Class B common stock as set forth in the definitive business combination
agreement, while public shareholders are expected to hold Class A common stock which carries one vote per share; (4) Based on FY22PF and FY23PF revenue and pro forma enterprise value. (5) Excludes
approximately $15mm of fees and repayment costs.
Fiscal NoteView entire presentation