Cision Announces Successful Closing of Financing Transactions

CHICAGO, April 29, 2025 /PRNewswire/ -- Cision Ltd. ("Cision"), a leading global provider of earned media software and services to public relations and marketing communications professionals, announced today the successful closing of the financing transactions previously announced on April 14, 2025, including securing approximately $250 million of additional liquidity.

As previously announced, Cision's affiliate Castle US Holding Corporation (the "Company") entered into a commitment letter providing for a series of financing transactions (the "Financing Transactions") that were supported at such time by holders of approximately 95% (the "Committed Noteholders") of the outstanding principal amount of the Company's existing unsecured notes due 2028 (the "Existing Notes") and approximately 99% of lenders under the Company's existing senior secured term loan facility. Since that time, support increased to (i) holders of approximately 98% of the outstanding principal amount of the Existing Notes who decided to participate in the Private Notes Exchange (as defined below) and (ii) 100% of the lenders under the existing senior secured term loan facility.

"We are extremely pleased with the success of our debt refinancing and the strong support for the transactions from our debt investor base," said Guy Abramo, CEO of Cision. "By successfully extending debt maturities, and with the additional liquidity these transactions provide, we move forward with the flexibility to focus on our core businesses, execute on our long-term growth strategy and continue to support our 75,000+ partners and customers."

In connection with the Financing Transactions, the Company has (i) issued approximately $250 million of new money senior secured first lien first-out term loans, (ii) exchanged, on a cashless basis, the term loans previously outstanding under the Existing Credit Agreement (as defined below) for new senior secured first lien second-out term loans in an aggregate principal amount equal to approximately $1,300 million and €430 million, (iii) amended the terms of the existing indenture governing the Existing Notes, dated as of February 5, 2020 (the "Existing Notes Indenture"), to, among other things, eliminate substantially all restrictive covenants therein and make other modifications to facilitate the Financing Transactions, (iv) exchanged, on a cashless basis, the revolving loans previously extended under the Existing Credit Agreement for a new senior secured first lien first-out revolving credit facility in an aggregate commitment amount equal to approximately $137 million, (v) terminated the existing credit agreement, dated as of January 31, 2020 (the "Existing Credit Agreement") and (vi) exchanged (the "Private Notes Exchange") approximately $294 million aggregate principal amount of the outstanding principal amount of Existing Notes for approximately $268 million aggregate principal amount of new first lien third-out 10.00% Senior Secured Notes due 2031 (the "Third Out Notes").

This press release contains important information for remaining holders of the Existing Notes regarding an invitation to participate in the Private Notes Exchange. You are encouraged to read this press release in its entirety.

The proceeds of the Financing Transactions were used to or will be used to (i) repay permanently in full and terminate all outstanding commitments under that certain bridge credit agreement, dated as of January 30, 2025, (ii) repay and terminate, or cause the repayment and termination in full of, all outstanding commitments and obligations under certain intercompany credit agreements and promissory notes, (iii) fund the payment of accrued and unpaid interest on the Existing Notes that have been tendered for cancellation in the Private Notes Exchange and the term loans under the Existing Credit Agreement that are being repurchased in the Financing Transactions and (iv) pay related transaction fees and for working capital and general corporate purposes.

Private Notes Exchange

As previously announced, holders of the Existing Notes are invited to participate in the Private Notes Exchange on the same terms offered to the Committed Noteholders on or before May 12, 2025. Holders who would like to receive more information about the terms of the Private Notes Exchange should contact Cision at Cision@is.kroll.com. Subject in all respects to Cision's determination and discretion, and in respect of its right to purchase Existing Notes through open market or privately negotiated transactions:

• Additional Fungible Notes. Holders who contact Cision on or prior to May 6, 2025 may be eligible to receive Third Out Notes on May 9, 2025 (the "Additional Issuance Date"). The Company expects that Third Out Notes issued on the Additional Issuance Date will be fungible with the Third Out Notes issued on April 28, 2025 (the "Initial Issuance Date").
• Additional Non-Fungible Notes. Holders who contact Cision after May 6, 2025 may be eligible to receive Third Out Notes thereafter. However, Third Out Notes issued after May 9, 2025 may not be fungible with Third Out Notes issued on the Initial Issuance Date or the Additional Issuance Date.

As of the date of this press release, approximately 98% of Existing Notes have been tendered into the Private Notes Exchange. Due to the high levels of committed participation, holders of Existing Notes are cautioned that the Private Notes Exchange may have adverse effects on the liquidity and market price of Existing Notes that are not tendered and accepted pursuant to Private Notes Exchange.

In addition, Existing Notes that are not tendered and accepted pursuant to the Private Notes Exchange will remain outstanding and will be subject to the terms of the Existing Notes Indenture, which has been amended such that, among other things, substantially all restrictive covenants therein have been eliminated. Holders are cautioned that the amended Existing Notes Indenture permits the Company and its subsidiaries to take certain actions that were previously prohibited, which may increase the credit risks with respect to the Company, as well as adversely affect the liquidity, market price and price volatility of the Existing Notes or otherwise be adverse to the interests of holders.

The Third Out Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any other securities laws, and the Third Out Notes cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws.

This press release is for informational purposes only. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state. Holders of the Existing Notes are encouraged to consult their own legal, financial and tax advisers regarding the Private Notes Exchange. 

About Cision

Cision is a global leader in consumer and media intelligence, engagement, and communication solutions. We equip PR and corporate communications, marketing, and social media professionals with the tools they need to excel in today's data-driven world. Our deep expertise, exclusive data partnerships, and award-winning products —including CisionOne,  Brandwatch, and PR Newswire —enable over 75,000 companies and organizations, including 84% of the Fortune 500, to see and be seen, understand and be understood by the audiences that matter most.

For media inquiries, please contact:
Cision Public Relations
CisionPR@cision.com

Forward-Looking Statements

This press release contains statements that relate to future events and expectations and, as such, constitute "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are not historical facts, but only predictions and generally may be characterized by terminology such as "believe," "project," "expect," "anticipate," "estimate," "forecast," "outlook," "target," "endeavor," "seek," "predict," "intend," "strategy," "plan," "may," "could," "should," "will," "would," "will be," "will continue," "will likely result," or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any statements that address activities, events or developments that the Cision or the Company intends, expects, projects, believes or anticipates will or may occur in the future.

Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from those currently anticipated. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties, many of which will be important in determining the actual future results of Cision, the Company and their subsidiaries and affiliates. These statements are based on current expectations and the current economic environment, and involve a number of risks and uncertainties that are difficult to predict. Actual results could differ materially from those expressed or implied in the forward-looking statements. The forward-looking statements included in this press release are made only as of the date of this press release, and the Company does not undertake any obligation to publicly correct or update any forward-looking statement if the Company later becomes aware that such statement is not likely to be achieved.

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