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)
April 28, 2016
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)) |
Item 1.01 | Entry into a Material Definitive Agreement. |
ODAC Credit Agreement Amendment
On April 28, 2016, On Deck Asset Company, LLC (“ODAC”), a wholly-owned subsidiary of On Deck Capital, Inc. (the “Company”), amended and restated its existing asset-backed revolving debt facility (the “ODAC Facility”), which is utilized solely for the financing of the Company’s line of credit offering, as described below. On that date, ODAC entered into that certain Third Amended and Restated Credit Agreement (the “Third A&R Credit Agreement”) with the Lenders party thereto from time to time and WC 2014-1, LLC, as Administrative Agent for the Lenders (the “Administrative Agent”), and Deutsche Bank Trust Company Americas, as Paying Agent and as Collateral Agent for the Secured Parties (the “Collateral Agent”). The Third A&R Credit Agreement amends and restates the Second Amended and Restated Credit Agreement (the “Second A&R Credit Agreement”), dated as of December 19, 2014, by and among ODAC, as Borrower, the Lenders party thereto from time to time, the Administrative Agent and the Collateral Agent. The Second A&R Credit Agreement was previously filed as Exhibit 10.16 to the Company's Annual Report on Form 10-K for the year ended December 31, 2014.
The Third A&R Credit Agreement provides for:
• | an increase in the Lenders' revolving commitment from an aggregate amount of $50 million to $75 million; |
• | an increase in the revolving loans interest rate from LIBOR + 8.25% to LIBOR (minimum of 0.0%) + 9.25%; |
• | an increase in the borrowing base advance rate from 70% to 75%; |
• | an 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 11 months to April 28, 2017; |
• | certain changes to portfolio performance covenants; and |
• | various related technical, definitional, conforming and other changes. |
The foregoing description of the Third A&R Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Third A&R Credit Agreement, which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ending June 30, 2016.
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 under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
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: April 29, 2016 | On Deck Capital, Inc. | |||||||
/s/ Howard Katzenberg | ||||||||
Howard Katzenberg Chief Financial Officer | ||||||||