false0001420811 0001420811 2020-09-02 2020-09-02


 
 
 
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)
September 2, 2020
 
 
 
On Deck Capital, Inc.
(Exact name of registrant as specified in its charter)

 
 
 
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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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:
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.

 
 
 
Item 1.01
Entry into a Material Definitive Agreement.
LAOD Facility Amendment
    
On September 2, 2020, Loan Assets of OnDeck, LLC ( “LAOD”), a wholly-owned subsidiary of On Deck Capital, Inc. (the “Company”) amended (the “LAOD Amendment”) its asset-backed revolving debt facility to further modify the Credit Agreement, dated as of April 13, 2018 (the “LAOD Agreement”), by and among LAOD, as Borrower, the Lenders party thereto from time to time, 20 Gates Management LLC, as Administrative Agent for the Class A Lenders, and Deutsche Bank Trust Company Americas, as Paying Agent and as Collateral Agent.

Pursuant to the LAOD Amendment, the end of the Amendment Period (as such term is defined in the LAOD Amendment) was extended from September 3, 2020 to October 23, 2020. As previously disclosed in connection with the amendment entered into on April 27, 2020, no Borrowing Base Deficiency shall be deemed to occur under the LAOD Facility during the Amendment Period. In addition, no portfolio performance tests in the LAOD Facility shall be tested until the first Interest Payment Date occurring following the Amendment Period. During the Amendment Period, the Lenders are not obligated to make any loans to LAOD, LAOD is restricted from purchasing receivables from the Company (other than certain subsequent line of credit advances) and any cash remaining in the LAOD Facility is not permitted to be distributed to the Company.

The foregoing description of the LAOD Amendment does not purport to be complete and is qualified in its entirety by reference to (i) the LAOD 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 LAOD Agreement, and prior amendments thereto, which were filed as Exhibits 10.27, 10.28 and 10.29 to Company’s Annual Report on Form 10-K for the year ended December 31, 2019, Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2020 and Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2020.

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: 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.
 
 
 
 
 
 
 
 
 
 
Date: September 9, 2020
 
 
 
On Deck Capital, Inc.
 
 
 
 
 
 
 
 
 
 
/s/ Kenneth A. Brause
 
 
 
 
 
 
Kenneth A. Brause
Chief Financial Officer




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