false0001420811
0001420811
2020-08-21
2020-08-21
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)
August 21, 2020
On Deck Capital, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-36779 | | 42-1709682 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (I. R. S. Employer Identification No.) |
1400 Broadway, 25th Floor
New York, New York 10018
(Address of principal executive offices, including ZIP code)
(888) 269-4246
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $0.005 per share | ONDK | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 1.01 | Entry into a Material Definitive Agreement. |
Corporate Facility Amendment
On August 21, 2020, On Deck Capital, Inc. (the “Company”) entered into an amendment (the “Amendment”) to further modify the Credit Agreement (the “Corporate Facility Agreement”), dated as of January 28, 2019, among the Company, as borrower, the lenders party thereto and Truist Bank, as Administrative Agent and Collateral Agent.
Pursuant to the Amendment, the required monthly principal repayment amount will be $13.125 million until the loans under the Corporate Facility Agreement are repaid in full. The total outstanding principal balance of the loans as of the date of the Amendment is $65.625 million. In addition, the lenders have agreed to waive the increased monthly principal repayments of $21 million triggered by the Asset Performance Payout Event (“APPE”) (Level 2) that occurred on June 17, 2020, including the previously deferred incremental principal amounts totaling $15.75 million that would have otherwise been payable on July 17, 2020 and August 17, 2020. The Amendment also modifies the borrowing base calculation to include eligible equipment finance loans at an advance rate of 70% and does not result in any changes to the current interest rate or the January 2021 maturity date. Other modifications under the Amendment include, among other things, certain mandatory prepayment requirements, additional reporting requirements, revisions to financial covenants, modifications to lender and borrower consent thresholds, adjustments to certain events of default and changes to certain covenants, including to further limit the Company’s and certain subsidiaries’ ability to, among other things, incur liens and additional indebtedness, make restricted payments, sell assets, and make investments, subject to customary carveouts. Certain capitalized terms not defined in this section of the report are used with the meanings ascribed to them in the Corporate Facility Agreement as amended by prior amendments thereto and the Amendment.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to (i) the full text of the Amendment, which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ending September 30, 2020 and (ii) the definitive Corporate Facility Agreement, which was filed as Exhibit 10.31 to Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as modified by the Lender Joinder Agreement, which was filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.
Safe Harbor Statement.
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other legal authority. Forward-looking statements can be identified by words such as "will," "enables," “targets,” "expects," "intends," "may," "allows," “plans,” "continues," "believes," "anticipates," "estimates" or similar expressions. Forward-looking statements are neither historical facts nor assurances of future performance. They are based only on our current beliefs, expectations and assumptions regarding the future of our business, anticipated events and trends, the economy, the COVID-19 pandemic and other future conditions. As such, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and in many cases outside our control. Therefore, you should not rely on any of these forward-looking statements.
Our expected results may not be achieved, and actual results may differ materially from our expectations. Important factors that could cause or contribute to such differences include risks relating to: our ability to meet the conditions of, and remain in compliance with, the terms of
the Corporate Facility Amendment, cure deficiencies under our other debt facilities or obtain additional waivers or amendments to avoid the risk of default; and other risks, including those described in Part II - Item 1A. Risk Factors in our Form 10-Q for the quarter ended March 31, 2020 and June 30, 2020, Part I - Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2019 and other documents that we file with the Securities and Exchange Commission, or SEC, from time to time which are or will be available on the SEC website at www.sec.gov.
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.
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Date: August 24, 2020 | | | | On Deck Capital, Inc. |
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| | | | | | /s/ Kenneth A. Brause |
| | | | | | Kenneth A. Brause Chief Financial Officer |