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

On August 7, 2019, the Company entered into a new Loan and Security Agreement, the “Agreement”, with Silicon Valley Bank, or the “Lender”. The Lender agreed to provide a $12.0 million secured revolving line of credit, the “credit facility”. The credit facility is available for cash borrowings, subject to a Borrowing Base formula based upon eligible accounts receivable. The maturity of the Agreement is two years from the date of the Agreement. Any borrowings under the Agreement bear interest, based on an interest rate dependent on cash liquidity for the relevant period. Cash liquidity is defined as cash plus (a) the lesser of (i) the Revolving Line or (ii) the amount available under the Borrowing Base minus (b) the outstanding principal balance of any Advances. If cash liquidity is greater than $20.0 million then the interest rate is the greater of the “prime rate” as published in The Wall Street Journal (WSJ) for the relevant period plus 0.50% or 5.50%. If cash liquidity is less than $20.0 million then the interest rate is the greater of WSJ prime rate plus 1.00% or 6.00%. The Agreement maintains certain reporting requirements, conditions, and covenants. The financial covenants include that the Company must maintain a Minimum Liquidity Coverage greater than or equal to 2.25:1.00. Additionally, when cash liquidity falls below $20.0 million, the Agreement includes certain trailing six month Free Cash Flow requirements, tested on a quarterly basis. Free Cash Flow is to be defined as (a) Adjusted EBITDA, minus (b) capital expenditures determined in accordance with GAAP, minus (c) capitalized software expenses, determined in accordance with GAAP, and minus (d) cash taxes, determined in accordance with GAAP.

The credit facility is secured by substantially all of the assets held by Synacor, Inc., together with its consolidated subsidiaries.

A copy of the Loan Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Synacor, Inc. Exhibit
EX-10.1 2 loanandsecurityagreementda.htm EXHIBIT 10.1 Exhibit LOAN AND SECURITY AGREEMENTTHIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 7,…
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About Synacor, Inc. (NASDAQ:SYNC)

Synacor, Inc. is a technology development, multiplatform services and revenue partner for video, Internet and communications providers, device manufacturers and enterprises. The Company enables its customers to provide their consumers engaging, multiscreen experiences with products that require scale, actionable data and implementation. Through its Managed Portals and Advertising solutions, the Company enables its customers to earn revenue by monetizing media among their consumers. Its Managed Portals are delivered across devices and under its customers’ own brand names. The Company delivers content, such as top news, entertainment, and long- and short-form video and applications, on its Managed Portals. In addition, consumers have the ability through portals to manage their e-mail and messaging, pay bills, receive special promotions and perform other account management needs.