0001104659-17-005640.txt : 20170201 0001104659-17-005640.hdr.sgml : 20170201 20170201080059 ACCESSION NUMBER: 0001104659-17-005640 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170127 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant FILED AS OF DATE: 20170201 DATE AS OF CHANGE: 20170201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TREMOR VIDEO INC. CENTRAL INDEX KEY: 0001375796 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35982 FILM NUMBER: 17563118 BUSINESS ADDRESS: STREET 1: 1501 BROADWAY, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (646) 723-5300 MAIL ADDRESS: STREET 1: 1501 BROADWAY, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: TREMOR MEDIA INC DATE OF NAME CHANGE: 20060918 8-K 1 a17-3542_18k.htm 8-K

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  February 1, 2017 (January 27, 2017)

 

 

Tremor Video, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

001-35982

 

20-5480343

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

1501 Broadway, 8th Floor

 

 

New York, New York

 

10036

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (646) 723-5300

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 1.01.                                        Entry into a Material Definitive Agreement.

 

On January 27, 2017, Tremor Video, Inc., or the Company, and Silicon Valley Bank, or the Lender, entered into an Amended and Restated Loan and Security Agreement, or the Restated Loan Agreement, amending and restating that certain Loan and Security Agreement dated as of June 7, 2007, as amended.  Under the Restated Loan Agreement, the Company can incur revolver borrowings up to the lesser of $35.0 million and a borrowing base equal to 80.0% of eligible accounts receivable. Any outstanding principal amounts borrowed under the Restated Loan Agreement must be paid at maturity. Interest accrues at a floating rate equal to the lender’s prime rate and is payable monthly. In addition, the Company is required to pay  a fee of 0.35% of any unused borrowing capacity, which is payable quarterly. The Restated Loan Agreement also includes a letter of credit, foreign exchange and cash management facility up to the full amount of available credit. The credit facility matures in January 2018.  The Company had no outstanding borrowings under the credit facility as of January 27, 2017; however, the lender has issued standby letters of credit, which can be drawn down from amounts available under the credit facility.

 

The Restated Loan Agreement contains customary conditions to borrowings, events of default and negative covenants, including covenants that restrict the Company’s ability to dispose of assets, merge with or acquire other entities, incur indebtedness, incur encumbrances, make distributions to holders of capital stock, make investments or engage in transactions with affiliates. The Company is also subject to a financial covenant with respect to minimum quick ratio, tested monthly, and trailing twelve-month Adjusted EBITDA, tested quarterly.   The Company’s obligations under the credit facility are secured by substantially all of its assets other than its intellectual property, although the Company has agreed not to encumber any of its intellectual property without the lender’s prior written consent. Subject to certain exceptions, the Company is required to maintain all of its cash and cash equivalents at accounts with the Lender.

 

The foregoing is a summary description of certain terms of the Restated Loan Agreement, is not complete and is qualified in its entirety by reference to the text of the Restated Loan Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.

 

Item 2.03.                                        Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth above in Item 1.01 hereby is incorporated into this Item 2.03 by reference.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

TREMOR VIDEO, INC.

 

 

 

Dated: February 1, 2017

By:

/S/ Aaron Saltz

 

 

Aaron Saltz

 

 

General Counsel and Secretary

 

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