XML 33 R14.htm IDEA: XBRL DOCUMENT v3.8.0.1
Debt
12 Months Ended
Dec. 31, 2017
Debt Disclosure [Abstract]  
Debt
Debt
The following table summarizes our outstanding debt as of December 31 (in thousands):
 
Description
Type
 
Maturity Date
 
Weighted Average Interest
Rate at December 31, 2017
 
December 31, 2017
 
December 31, 2016
Funding Debt:
 
 
 
 
 
 
 
ODAST II Agreement
Securitization Facility
 
May 2020(1)
 
4.7%
 
$
250,000

 
$
250,000

ODART Agreement
Revolving
 
March 2019
 
4.1%
 
102,058

 
133,767

RAOD Agreement
Revolving
 
November 2018
 
4.9%
 
86,478

 
99,985

ODAF Agreement
Revolving
 
February 2020 (2)
 
8.6%
 
75,000

 
100,000

ODAC Agreement
Revolving
 
May 2019
 
8.7%
 
62,350

 
65,486

PORT II Agreement
Revolving
 
December 2018
 
3.9%
 
63,851

 
52,397

Other Agreements
Various
 
Various(3)
 
Various
 
50,706

 
30,887

 
 
 
 
 
 
 
690,443

 
732,522

Deferred Debt Issuance Cost
 
 
 
 
 
 
(6,174
)
 
(5,883
)
Total Funding Debt
 
 
 
 
 
 
684,269

 
726,639

 
 
 
 
 
 
 
 
 
 
Corporate Debt:
 
 
 
 
 
 
 
 
 
Square 1 Agreement
Revolving
 
October 2018
 
5.5%
 
8,000

 
28,000

Deferred Debt Issuance Cost
 
 
 
 
 
 
(15
)
 
(34
)
Total Corporate Debt
 
 
 
 
 
 
$
7,985

 
$
27,966

 
(1)
The period during which remaining cash flow can be used to purchase additional loans expires April 2018.
(2)
The period during which new borrowings may be made under this debt facility expires in February 2019.
(3)
Maturity dates range from January 2018 through November 2020.


Certain of our loans held for investment are pledged as collateral for borrowings in our funding debt facilities. These loans totaled $852.3 million and $886.4 million as of December 31, 2017 and 2016, respectively. Our corporate debt facility is collateralized by substantially all of our assets.



During the three years ended December 31, 2017, the following significant activity took place related to our debt facilities:
PORT Agreement
On June 12, 2015, through a wholly-owned bankruptcy remote subsidiary, we entered into a $100 million revolving line of credit with Bank of America, N.A. ("PORT Agreement"). The facility bears interest at LIBOR plus 2.25%, and was to mature in June 2017. In December 2016, we voluntarily paid down the funding debt outstanding with this facility in conjunction with the entering into of the PORT II Agreement. The remaining unamortized deferred issuance costs related to the PORT Agreement of $0.2 million were written-off and are included within Funding Costs.
RAOD Agreement
On May 22, 2015, through a wholly-owned bankruptcy remote subsidiary, we entered into a $50 million revolving line of credit with SunTrust Bank ("RAOD Agreement"). The facility bears interest at LIBOR plus 3.00%, and matures in May 2017. On February 26, 2016, the RAOD Agreement was amended to increase the borrowing capacity from $50 million to $100 million. On May 25, 2017, we renewed the RAOD facility with amended terms which provided for an extension of the revolving commitment period to November 22, 2018; a decrease in the interest rate to LIBOR + 2.5% from LIBOR + 3.0%; and various technical, definitional, conforming and other changes.
ODAC Agreement
On May 22, 2015, amendments were made to the ODAC Agreement to, among other items, extend the commitment termination date to May 2017 and to provide for the utilization of up to the entire ODAC facility solely for the financing of our line of credit. In addition to other changes, this facility is now exclusively used to our line of credit. On April 28, 2016, we amended the ODAC Agreement to increase the revolving commitment from an aggregate amount of $50 million to $75 million, increase the interest rate from LIBOR plus 8.25% to LIBOR plus 9.25%, increase in the borrowing base advance rate from 70% to 75% and make certain other related changes. On May 4, 2017, we renewed the ODAC facility with amended terms, which provided for an increase in the revolving commitments from $75 million to 100 million and an extension of the revolving commitment period to May 3, 2019. The interest rate decreased to LIBOR (minimum of 0.75%) + 7.25% from LIBOR (minimum of 0.0%) + 9.25% and the advance rate increased from 75% to 85%.
ODAST II Agreement
On May 17, 2016, we, through a wholly-owned subsidiary, OnDeck Asset Securitization Trust II LLC, or the ODAST II, entered into a $250 million asset-backed securitization facility with Deutsche Bank Trust Company Americas, as indenture trustee. The notes under the facility were issued in two classes; Class A in the amount of $211.5 million and Class B in the amount of $38.5 million. The Class A and Class B notes bear interest at a fixed rate of 4.21% and 7.63%, respectively. Interest only payments began in June 2016 and are payable monthly through May 2018. Beginning June 2018, monthly payments will consist of both principal and interest with a final maturity of May 2020. Concurrent with the closing of the ODAST II securitization, we voluntarily prepaid in full $175 million of funding debt outstanding from our prior asset-backed securitization transaction, or the ODAST Agreement.
ODART Agreement
On October 7, 2015 an amendment was made to the ODART Agreement which included an amendment for a decrease in Class A interest rate to the applicable cost of funds rate plus 2.25%, the extension of the commitment termination date of the ODART Agreement by approximately one year to September 15, 2017, the extension of the date on or prior to which early termination fees may be payable in the event of a termination or other permanent reduction of the revolving commitments by approximately one year to May 15, 2017, and the ability to make certain partial commitment terminations without early termination fees, the ability to use up to a specified portion of the facility for financing of our weekly pay term loans and, the termination of the Class B revolving lending commitment, the effect of which is to reduce the total facility capacity to $150 million; the termination was made at ODART's request and consented to by the Class B Revolving Lender. The ODART Second A&R Credit Agreement also contemplates the reintroduction, at ODART's election and administrative agent's consent, of one or more Class B Revolving Lending resulting in Class B commitments up to $17.6 million, thereby potentially restoring the facility size to up to$167.6 million. The borrowing base advance rate for reintroduced Class B revolving loans is 95% and the interest rate will be LIBOR plus 7.00%.
On June 17, 2016 an amendment was made to the ODART Agreement, to reintroduce Class B revolving loans from the Class B Revolving Lender resulting in additional funding capacity of $12.4 million, thereby increasing the total revolving commitment from $150 million to $162.4 million, establishing a Class B interest rate equal to LIBOR plus 8%, a borrowing base advance rate for the Class B revolving loans of 92% and make certain other changes.
On March 20, 2017, we entered into an amendment and restatement of the ODART Agreement which provided for a $50 million increase in the maximum amount of the Class A revolving loans and an increase up to $1.8 million in the maximum amount of the Class B revolving loans, thereby increasing the total facility size up to $214.1 million, an extension of the revolving commitment period during which ODART may utilize funding capacity under the Deutsche Bank Facility to March 20, 2019, a borrowing base advance rate for the Class A revolving loans of 85% and a borrowing base advance rate for the Class B revolving loans of 91% ; and various technical, definitional, conforming and other changes.
ODAF Agreement
On August 19, 2016, we, through a wholly-owned subsidiary, entered into a $100 million asset-backed revolving debt facility, or the ODAF Agreement. The commitment bears interest at LIBOR plus 7.25%, has a borrowing base advance rate of up to 80% and matures in August 2019. On February 14, 2017, we entered into an amendment of the ODAF I Agreement which provided for an increase in the Lenders' revolving commitment from an aggregate amount of $100 million to $150 million, the extension of the revolving commitment termination date by approximately six months to February 14, 2019, and various technical, definitional, conforming and other changes.
PORT II Agreement
On December 8, 2016, we, through a wholly-owned subsidiary, entered into a $200 million (consisting of $125 million Class A commitments, with the Class A Lenders having the ability to, in their sole discretion and on an uncommitted basis, make additional Class A loans of up to $75 million) asset-backed revolving debt facility, or the PORT II Agreement. The commitment bears interest at a specified base rate, generally the daily CP rate, plus 2.25% (Class A), has a borrowing base advance rate of 83% and matures in December 2018. Concurrent with the closing of the PORT II revolving debt facility, we voluntarily prepaid in full funding debt outstanding from another asset-backed revolving debt facility, the PORT Agreement.
Square 1 Agreement
We amended and restated this revolving debt facility in November 2014 to (i) extend its maturity date to October 2015; (ii) decrease the interest rate to prime plus 1.25%, with a floor of 4.5% per annum; and (iii) increase our borrowing capacity to $20 million. On October 2, 2015 an amendment was made to the Square 1 Agreement which extended the date of maturity of our corporate revolving line of credit from October 2015 to October 2016, added a minimum monthly interest payment and modified certain financial and portfolio covenants. In November 2016 we amended the Square 1 Agreement to increase the revolving commitment from an aggregate amount of $20 million to $30 million while also extending the maturity to October 2018.
As of December 31, 2017, future maturities of our borrowings were as follows (in thousands):
2018
$
277,642

2019
297,938

2020
122,863

2021

Thereafter

Total
$
698,443