|
Item 1.01
|
Entry Into a Material Definitive Agreement.
|
New Credit Facility
On May 30, 2018, the Company
entered into a new senior secured credit facility (the “
Facility
”) with certain affiliates of MGG Investment
Group, LP (“
MGG
”). The Facility provides for a senior secured term loan in the aggregate principal amount of
$50,000,000 (the “
Term Loan
”) and a revolving credit facility in an aggregate principal amount not to exceed
$7,000,000 at any time outstanding (the “
Revolver
”). The Company entered into the Facility in order to refinance
its Existing Financing Agreement (as defined below).
At the closing of the transactions
contemplated by the Facility on May 30, 2018, the Term Loan and Revolver were borrowed in full. The proceeds of the Facility are
being used: (i) to repay existing debt under the Existing Financing Agreement, (ii)
to pay fees and expenses related to
the Facility and the transactions contemplated therein, (iii) to pay $5 million to certain of the Transferors (as defined below)
as a portion of the deferred consideration due to them under the Exchange Agreement (as defined below) entered into in connection
with the business combination between Kitara Media Corp. and Propel Media LLC (formerly known as Future Ads LLC), and (iv) for
general working capital purposes.
The Facility matures five
years from the closing date. The Company may borrow, repay, and re-borrow the Revolver prior to maturity, subject to the terms,
provisions, and limitations set forth in the Facility.
Subject to the terms of the Facility, at the option of the Company,
the loans or any portion thereof shall be either a Reference Rate Loan or a LIBOR Rate Loan. Each portion of the loans that is
a Reference Rate Loan shall bear interest on the principal amount thereof from time to time outstanding, from the date of the loan
until repaid, at a rate per annum equal to the Reference Rate (as defined in the Facility) plus 6.75%, and each portion of the
loans that is a LIBOR Rate Loan shall bear interest on the principal amount thereof from time to time outstanding, from the date
of the loan until repaid, at a rate per annum equal to the LIBOR Rate (as defined in the Facility) for the Interest Period in effect
for the loan (or such portion thereof) plus 9.00%.
The Company shall repay the outstanding principal amount of
the Term Loan in consecutive quarterly installments in equal amounts of $1,250,000 on the last day of each March, June, September
and December commencing on September 30, 2018. Additionally, the Company is required to make an annual prepayment on the outstanding
principal amount of the Term Loan in an amount equal to a certain percentage of the Company’s Excess Cash Flow (as defined
in the Facility) within 90 days after the end of each fiscal year commencing on December 31, 2018.
The
remainder of the Term Loan and any outstanding balance on the Revolver are due and payable on the maturity date.
The Company’s obligations under the Facility are secured
by first priority security interests granted to MGG on substantially all of the Company’s tangible and intangible assets.
The Facility and related loan
documents contain customary representations and warranties and affirmative and negative covenants, including covenants that restrict
the Company’s ability to, among other things, create certain liens, make certain types of borrowings, engage in certain mergers,
acquisitions, consolidations, or asset sales, make capital expenditures, enter into affiliate transactions, pay dividends or other
distributions, and make certain payments affecting subsidiaries. The Facility provides for customary events of default, including,
among other things, if a change of control of the Company occurs. The maturity of the Facility may be accelerated upon the occurrence
of an event of default.
The foregoing description
of the Facility does not purport to be a complete description of the parties’ rights and obligations under the Facility and
the other documents and transactions contemplated thereby. As such, the foregoing description of the Facility is qualified in its
entirety by reference to the complete text of the agreement entered into in connection with the Facility, which is filed as an
exhibit to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference herein.
Amendment to Exchange Agreement
In connection with the Facility,
on May 30, 2018, the Company entered into a Fifth Amendment (the “
Amendment
”) to the Unit Exchange Agreement
(the “
Exchange Agreement
”), dated as of October 10, 2014, as amended, by and among the Company, Kitara Media
Corp., Propel Media LLC (formerly known as Future Ads LLC), and the former members of Propel Media LLC (the “
Transferors
”).
Prior to the Amendment, the Exchange Agreement provided that, on or prior to June 30, 2019,
$10,000,000 of additional consideration
(the “
Additional Consideration
”) was payable by the Company to certain of the Transferors in cash and/or shares
of the Company’s common stock. Pursuant to the Amendment, $5,000,000 of the Additional Consideration shall be paid to such
Transferors in cash on or prior to June 13, 2018
. The remaining $5,000,000 of the Additional
Consideration shall be repaid in connection with an equity capital raise, which the Company shall use its reasonable best efforts
to complete prior to June 30, 2023, out of the Company’s earnings, as permitted under the Facility, or out of the Company’s
available working capital as determined by the Company’s board of directors in its sole discretion, provided any applicable
consent of the Company’s lenders is obtained.
The foregoing summary of the Amendment is qualified in its entirety
by reference to the text of the Amendment, which is
filed as an exhibit to this Current Report
on Form 8-K as Exhibit 2.1
and is incorporated herein by reference.