Item 1.01 Entry into a Material Definitive Agreement.
On
The Credit Facility is a senior secured term loan facility that provides for
borrowing of term loans in an aggregate principal amount of
Amounts outstanding, if any, under the Credit Facility bear interest from the date the term loans are first made at a rate per annum equal to the LIBO Rate plus eight percent (8%) (the "Cash Interest"). In addition to the Cash Interest, the unpaid principal balance of the Credit Facility bears additional interest at a rate equal to two percent (2%) per annum, compounded and capitalized on a monthly basis, by adding such amount to the outstanding principal balance of the Credit Facility.
The Loan and Security Agreement contains certain financial covenants based on
the minimum trailing twelve month revenue, the minimum annual recurring revenue
and the minimum cash balance of the Company and certain of its subsidiaries. The
aggregate balance of all cash and cash equivalents of the Company and its
subsidiaries, determined on a consolidated basis in accordance with GAAP, must
not be (i) from the closing date through
The Loan and Security Agreement contains various customary covenants that limit or prohibit the Company's ability to, among other things: (i) incur or guarantee additional indebtedness; (ii) pay certain dividends on its capital stock or redeem, repurchase, retire or make distributions in respect of its capital stock or subordinated indebtedness or make certain other restricted payments; (iii) make certain loans, acquisitions, capital expenditures or investments; (iv) sell certain assets, including stock of its subsidiaries; (v) enter into certain sale and leaseback transactions; (vi) create or incur certain liens; (vii) consolidate, merge, sell, transfer or otherwise dispose of all or substantially all of its assets; (viii) enter into certain transactions with its affiliates; and (ix) engage in certain business activities. A violation of the covenants under the Loan and Security Agreement may result in default or an event of default under the Credit Facility. Upon the occurrence of an event of default under the Loan and Security Agreement, the agent, at the direction of the required lenders, could elect to declare all amounts of such indebtedness outstanding to be immediately due and payable and terminate any commitments to extend further credit.
The Loan and Security Agreement is supported by a security interest in the assets of the Company and the Guarantors party to the Loan and Security Agreement and to related guaranty agreements.
The foregoing descriptions of the Loan and Security Agreement do not purport to be complete and are qualified in their entireties by the terms of the Loan and Security Agreement, a copy of which is attached hereto as Exhibit 10.1 and are incorporated herein by reference.
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 in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
Furnished as Exhibit 99.1 hereto is a press release, dated
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to liabilities under that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. The Company undertakes no obligation to publicly update or revise the information contained in this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Loan and Security Agreement, dated as ofNovember 13, 2020 , by and amongGTY Technology Holdings Inc. , its wholly-owned subsidiaries as guarantors, the lenders from time to time thereto andAcquiom Agency Services LLC , as agent. 99.1GTY Technology Holdings Inc. Press Release, datedNovember 16, 2020 . 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the inline XBRL Document).
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