Cision Secures $250M in New Funding, Refinances and Extends Debt Maturities

CHICAGO, April 15, 2025 /PRNewswire/ -- Cision Ltd. ("Cision"), a leading global provider of earned media software and services to public relations and marketing communications professionals, announced today that it has secured commitments for $250 million of new money financing that will provide additional flexibility for the business and facilitate growth, with overwhelming support from existing lenders and noteholders. Cision's affiliate Castle US Holding Corporation (the "Company") entered into a commitment letter and joinders thereto (collectively, the "Commitment Letter"), pursuant to which the Company and holders of over 90% of the Company's outstanding debt (the "Commitment Parties") agreed to undertake certain financing transactions, as described below (the "Transactions"). The Commitment Parties include approximately 99% of lenders under the Company's existing senior secured credit facility and approximately 95% of holders of the Company's existing unsecured notes (the "Existing Notes"). The Transactions provide material benefits to the Company, including (i) raising approximately $250 million of additional liquidity for the Company, (ii) reducing the principal amount outstanding under certain debt facilities, and (iii) extending debt maturities.

"These Transactions reiterate the support of the high-quality institutions that make up our debt investor base" said Guy Abramo, CEO of Cision. "Having secured additional liquidity and extended our debt maturities to 2030 and beyond, we are positioned to execute on our long-term growth strategy."

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

Pursuant to the terms of the Commitment Letter, the Commitment Parties have committed to the following Transactions and related actions: (a) to fund, through a combination of new money and exchange of existing debt of the Company, (i) a senior secured first lien first-out term loan in an aggregate principal amount equal to approximately $250 million of new money, plus transaction fees paid in kind (the "First Out Term Loans"), and (ii) a senior secured first lien second-out term loan in an aggregate principal amount equal to an amount sufficient to facilitate the purchase of term loans under the Existing Credit Agreement (as defined below) at a price agreed between the Company and the Commitment Parties and other lenders participating in the Transactions (the "Second Out Term Loans"), (b) to exchange (the "Private Notes Exchange") all of their Existing Notes for new first lien third-out 10.00% Senior Secured Notes due 2031 (the "Third Out Notes"), to be issued pursuant to a new indenture, and (c) to provide their consent to amend the existing credit agreement, dated as of January 31, 2020 (the "Existing Credit Agreement"), and the existing indenture governing the unsecured 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 Transactions. The Commitment Letter also contemplates that the existing revolving lenders will exchange, on a cashless basis, into a senior secured first lien first-out revolving credit facility in an aggregate commitment amount equal to approximately $137 million (the "First Out Revolver" and, collectively with the First Out Term Loans, the Second Out Term Loans and the Third Out Notes, the "Super Priority Debt").

The First Out Term Loans and First Out Revolver will have a maturity of April 29, 2030, the Second Out Term Loans will have a maturity of May 31, 2030, and the Third Out Notes will have a maturity of June 30, 2031. The Super Priority Debt will be guaranteed on a senior secured basis, jointly and severally, by the guarantors of the Existing Credit Agreement, and will be secured on a first lien basis by substantially all assets of the Company and such guarantors.

The Company intends to use debt incurred in the Transactions and the related net proceeds 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) facilitate the purchase of term loans under the Existing Credit Agreement pursuant to the terms of the Transactions, (iv) 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 Transactions and (v) pay related transaction fees and for working capital and general corporate purposes.

"Cision is a leading provider of strategic communications, proactively shaping the future of brands and businesses in real time. The critical liquidity provided by the Transactions positions us to continue to support our 75,000+ partners, including 84% of the Fortune 500, to understand, influence and amplify their stories" said Abramo.

Houlihan Lokey served as financial advisor and Milbank LLP served as legal counsel to Cision. Evercore served as financial advisor and Gibson, Dunn & Crutcher LLP served as legal counsel to the Commitment Parties.

The Private Notes Exchange

The Company expects to issue the Third Out Notes to the noteholders that are Commitment Parties ("Committed Noteholders") pursuant to the Private Notes Exchange on April 22, 2025 (the "Initial Issuance Date"). Holders of the Existing Notes that are not Committed Noteholders are invited to participate in the Private Notes Exchange on the same terms offered to the Committed Noteholders on or before May 12, 2025, 20 business days after the date hereof. 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:

• Initial Notes. Holders who contact Cision on or prior to April 17, 2025 may be eligible to receive Third Out Notes on the Initial Issuance Date.
• Additional Fungible Notes. Holders who contact Cision after April 17, 2025 but on or prior to April 29, 2025 may be eligible to receive Third Out Notes on May 2, 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 the Initial Issuance Date.
• Additional Non-Fungible Notes. Holders who contact Cision after April 29, 2025 may be eligible to receive Third Out Notes thereafter. However, Third Out Notes issued after May 2, 2025 may not be fungible with Third Out Notes issued on the Initial Issuance Date or the Additional Issuance Date.

The Committed Noteholders, who collectively own approximately 95% of the Existing Notes, have committed to exchange all of their Existing Notes for Third Out Notes. 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, as amended to, among other things, eliminate substantially all restrictive covenants therein (the "Proposed Amendments"). Holders are cautioned that, if the Proposed Amendments become operative, the elimination or modification of the covenants and other provisions in the Existing Notes Indenture contemplated by the Proposed Amendments will permit the Company and its subsidiaries to take certain actions previously prohibited by the Existing Notes Indenture that could 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.