Business Lending
Following Nine Lawsuits, OnDeck Discloses Supplementary Details Behind Planned Enova Merger
September 28, 2020
After OnDeck announced its planned merger with Enova, it was sued nine different times (See here and here) by shareholders that accused the company’s Board of Directors that they had failed to disclose material information about the deal.
OnDeck formally responded on Monday, September 28th, wherein they disclosed that plaintiffs in all of those actions had agreed to dismiss their claims in light of the release of this supplemental information:
The Company and Enova believe that the claims asserted in the Actions are without merit and that no supplemental disclosures are required under applicable law. However, in an effort to put the claims that were or could have been asserted to rest, to avoid nuisance, minimize costs and avoid potential transaction delays, and without admitting any liability or wrongdoing, the Company has determined to voluntarily supplement the Proxy Statement/Prospectus as described in this Current Report on Form 8-K to address claims asserted in the Actions, and the plaintiffs in the Actions have agreed to voluntarily dismiss the Actions in light of, among other things, this supplemental disclosure. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality of any of the disclosures set forth herein. To the contrary, the Company and the other defendants specifically deny all allegations in the Actions that any additional disclosure was or is required and expressly maintain that, to the extent applicable, they have complied with their respective legal obligations.
OnDeck first re-explained its background situation leading up to the Enova deal:
Starting in April 2020, OnDeck management commenced a review of potential financing options to secure additional liquidity and potentially replace the Corporate Line Facility and began contacting potential sources of alternative financing, including mezzanine debt. OnDeck contacted, or was contacted by, more than ten potential sources of mezzanine or alternative financing, and received pricing indications from four sources. The interest rates offered by those alternative financing sources ranged from 1-month LIBOR plus 900 basis points to 1,700 basis points (in addition to an upfront fee) and all but one required a significantly dilutive equity component. The one proposal that did not include an equity component was at an interest rate of 1-month LIBOR plus 1,400 basis points to 1,700 basis points. Based on the initial term sheets proposed, OnDeck engaged in negotiations with each of the four potential sources of alternative financing. As these negotiations progressed and COVID-19’s impact on the macro economy and OnDeck’s loan portfolio intensified, two of the four potential sources of alternative financing ceased to actively participate in negotiations. Discussions with the final two potential sources of alternative financing remained ongoing through the time that OnDeck and Enova entered into the merger agreement. Throughout the Process, OnDeck management reported the status of such negotiations on a frequent and ongoing basis to the OnDeck Board for its deliberation in the context of OnDeck’s standalone plan, and the OnDeck Board considered the significant uncertainty of being able to reach agreement on alternative financing in its decision to enter into the merger agreement.
Of particular contention in the deal were OnDeck’s financial projections, prepared to estimate OnDeck’s trajectory as an independent entity. Shareholders complained that there were two sets of books and that they only got to see one. The other set, dubbed Scenario 1, had been used to shop OnDeck around to other suitors. OnDeck published both sets in their supplemental materials on Monday.
The difference is stark. Originally disclosed to shareholders was a projected cumulative net loss of $20.4 million through the end of 2024. The other set of projections, Scenario 1, state a cumulative net income of $33.5 million over the same time period, a difference of over $50 million.
The original predicted a 2021 net loss of $19.4 million while Scenario 1 predicted a net income of $14.3 million.
One reason offered for selecting the less optimistic of the two is that OnDeck’s management determined that loan originations were trending below both sets of projections as of July 12th. OnDeck announced the Enova deal about two weeks later.
Shareholders will cast their votes on the merger on October 7th. OnDeck’s Board “unanimously recommends” that they vote in favor of the proposed merger with Enova.
Peter Ribeiro, CEO of US Business Funding – Talks About Experience and Success in 2020
September 17, 2020I recently caught up with Peter Ribeiro, CEO of US Business Funding, based in Santa Ana, California. US Business Funding is quite well known on social media for their company culture.
I asked Ribeiro about what 2020 has been like as a broker in this wild year of 2020 and you can watch it in full below:
Puerto Rican Businesses & People Resilient In Spite of Pandemic and Challenges, Says Alvelo
September 16, 2020
While the US economy slowly opens back up to careful in-person commerce, the territory of Puerto Rico is still facing rising case numbers- So how is business in the “Island of Enchantment?”
“I don’t think there’s anything that will shake the confidence of our small business owners in Puerto Rico,” said Sonia Alvelo, CEO of Latin Financial. “Businesses and the people of Puerto Rico are the most resilient I have ever known: I know that as I am one of them.”
Alvelo, a native to the island, has won awards as a top entrepreneur of the year for her business financing partnerships in the US and Puerto Rico. She said that even as the island faces its hardest challenges, the spirit of entrepreneurship remains unbroken.
Puerto Rico has been hit by irregular misfortune in the past couple of years. Destruction from Hurricane Maria and Irma damaged the 2017 infrastructure of the island immeasurably, and the response of the US government was painfully lacking. Commerce continued with caution, seeming to rebound. Then this year, earthquakes and aftershocks punctuated January and February, foreboding the coming storm.
The pandemic was slow to reach the island; Puerto Rico was the first US state/territory to impose a quarantine, banning business and all travel March 15th. The region is a territory of the United States, so it could not directly enforce control over its borders. Recently, Puerto Rico made the news with an increasing case count.
There’s also been the troublesome search for a new governor. After a mass protest, Governor Ricardo Rosselló stepped down last year. After his successor ‘appointment’ was deemed unconstitutional by the Supreme court of Puerto Rico, Wanda Vazquez, the former Secretary of Justice, took office.
In the August primary, thousands of ballots got stuck in delivery trucks that did not move, never reached polling locations. The candidates are now petitioning for a re-vote and the counting of the votes that were cast. The courts are still deciding, so even the election is facing challenges in Puerto Rico.
Besides that, the tourism industry has been devastated. Though the early shut down saved lives, the island saw an unemployment rate of up to 23% in July alone. That could be a low estimate, considering that half of the Puerto Rican workforce hold a job in the “informal economy.” The New York Times reports that the real unemployment rate in the middle of the summer could have reached close to 40%.
Even so, Alvelo conveyed the enduring willpower of the Puerto Rican people, that there was still confidence things would turn around.
Alvelo is partnered with more than 97 pharmacies in Puerto Rico as an MCA provider, as well as with gas stations and other small businesses. She said that she has been receiving calls for business financing options non-stop, on a day-to-day basis. Alvelo shared information she learned from one of her clients.
“They suffered the most at the beginning, but you know only 5-10% of pharmacies in the islands are open,” Alvelo said. “But even still, and we’re talking a hurricane, earthquakes, a pandemic, everything- I still don’t think that anything will change the confidence of business owners in PR.”
Alvelo is standing right next to Puerto Rican business owners, talking to them through their increasing needs during this time, she said. Latin Financial facilitated almost $2 million in PPP loans and $2 million in EIDL loans in the US and PR.
“That was the best experience- when they got the PPP funds,” Alvelo said. “They were crying over the phone; it was incredible.”
Brendan Lynch, Alvelo’s fiancé and business partner, said that the program had a rough rollout. It was unclear how long the Fed money would last, but PPP ended up working well for Puerto Rican businesses. He even saw BlueVine begin funding Loans in PR for the first time.
“One of our finders here in the US was approved for the program, and we were able to use their online platform,” Lynch said. “And normally they don’t really fund in Puerto Rico, but they did allow Puerto Rican businesses to apply for funding; which is great because they had the technology to make it so simple and quick.”
Lynch said Latin Financial was sure to share links to a PPP loan application with every client to make sure aid funds were as accessible as possible.
“Businesses are probably still down-scaled somewhere between 60 to 70% of their total revenue,” Lynch said. “they’re still working shorthanded with less people in the office, and regulations on how many people you can have in your business are making it harder.”
Alvelo and Lynch are no strangers to environmental forces affecting their plans- the pair were planning on getting married in PR in 2017 before the hurricanes hit.
“We started actually looking [for a venue] again, and then COVID happened,” Alvelo said. “Clients were going to be invited and are always asking how they can help, just like when everything happened with COVID, the pharmacies all got together, and said if you need this let us know. Businesses are really working together because they know that they need each other.”
Maria Barzana, the owner of Farmacia Asturias, has been a longtime client of Latin Financial, one of the first dating back to 2015. Barzana went to Alvelo for help. She said the island did not feel an economic impact until this August. Businesses, including most medical offices in the country, have been closed for the past five months. Pharmacies are finally feeling it.
“At the beginning of COVID-19, we were able to manage the economic factor by invoicing refills of prescriptions and the sale of basic necessities related to COVID,” Barzana said. “Due to social distancing, the flow of clients/patients has decreased, concentrating on items necessary to combat COVID-19 and maintenance medications.”
Latin Financial is almost back to regular funding after rushing to help complete PPP and EIDL stimulus loans. Sonia Alvelo will be a panelist speaker this Sept. 24, for the annual Latinas & Power Symposium.
Business Loan Broker “The Tyrant” Sentenced to at Least Five Years in Prison
September 10, 2020The owner of a Long Island business loan brokerage convicted of orchestrating an advance fee loan scheme, was sentenced to prison this week. The judge handed Demetrios Boudourakis five to ten years and ordered him to pay a total of $880,000 in restitution to victims.
Boudourakis solicited business owners for a loan and then charged them an upfront fee when no loan was actually forthcoming. He pled guilty in June to the charge of grand larceny in the 2nd degree.
Fountainhead CEO Chris Hurn Speaks With deBanked About His Experience With 2020
September 9, 2020Chris Hurn, the CEO of Fountainhead, a national non-bank direct commercial lender based in Lake Mary-FL, recently told deBanked in an interview what his company has experienced in 2020. The company was recently ranked 1,502 on the Inc. 5000 list.
Watch the interview below:
Fintech Equality Coalition: meet disparity in minority PPP funding
September 9, 2020
Last month, a group of fintech companies christened the Fintech Equality Coalition. Dedicated to ensuring racial equality is a right extended to everyone, the group pledges to focus on enhancing access to financial services for the underrepresented- particularly within the black community.
The coalition comes at a pivotal time for fintech, currently facing the challenges created by the 2020 pandemic.
In August, the Federal Reserve Bank of New York released a study into the distribution of PPP and how the funds affected black communities. The institution found that the number of small business owners fell by 22% from February to April- the largest drop on record. But the closure of businesses was not felt equally.
“Black businesses experienced the most acute decline, with a 41 percent drop,” The study said. “Latinx business owners fell by 32 percent, and Asian business owners dropped by 26 percent. In contrast, the number of white business owners fell by 17 percent.”
The study also showed that forty percent of Black-owned businesses are concentrated in 30 counties across the country. 19 out of 30 of these counties were the hardest hit by COVID 19 in the nation.
Unfortunately, other studies have shown that the PPP did not accurately get funds to areas hit by the virus. The National Bureau of Economic Research (NBER) published in July, found that companies more negatively affected by COVID were less likely to be approved.
This may explain why the Small Business Majority study into PPP found that while 63% of Black and Latino small business owners applied, less than two-thirds received funding.
The Fintech Equality Coaltion’s pledge is overall a promise to do more for minority communities, stating:
- Because the Black community is underserved by financial services
- Because there are Black voices and issues in our industry that should be but are not currently amplified
- Because Black employees and Black-owned businesses are underrepresented in the tech community, including at many of our companies
- Because the Black community is underrepresented in leadership roles, including at many of our companies
- Because these promises are meaningless without accountability
The coalition is a pledge to host and sponsor events like forums that feature black speakers. The pledge is also a recognition that the black community has been underserved by financial services in the past, and the signers aim to incorporate more black-owned businesses than before.
Who’s signed
Betterment | Jon Stein, CEO
Blend | Nima Ghamsari, CEO
Carver Edison | Aaron Shapiro, CEO
Cadre | Ryan Williams, CEO
Commerce Ventures | Matt Nichols, CEO
Credit Karma | Ken Lin, CEO
Commonbond | David Klein, CEO
Divvy Homes | Adena Hefets, CEO
Dosh | Ryan Wurech, CEO
Earnest | Susan Ehrlich, CEO
Fabric | Adam Erlebacher, CEO
Freedom Financial Network | Brad Stroh & Andrew Housser, co-CEOs
Guidefi | Charlene Fadirepo, CEO
Halo | Taylor Simpson, CEO
Harness Wealth | David Snider, CEO
Jetty | Luke Cohler, President & Michael Rudoy, CEO
Kard | Ben Mackinnon, CEO
Kindur | Rhian Horgan, CEO
Manifest | Anuraag Tripathi, CEO
Marqeta | Jason Gardner, CEO
Mass Challenge | Siobhan Dullea, CEO
MoneyLion | Dee Choubey, CEO
Monzo | TS Anil, CEO
Nova Credit | Misha Esipov, CEO
Oneblinc | Fabio Torelli, CEO
Oportun | Raul Vazquez, CEO
Petal | Jason Gross, CEO
Renaissance Payments | Joseph Akintolayo, CEO
Rhino | Paraag Sarva, CEO
Scratch | Sameh Elamawy, CEO
Spruce | Patrick Burns, CEO
SoFi | Anthony Noto, CEO
Stash | Brandon Krieg, CEO
Varo | Colin Walsh, CEO
Zest AI | Mike de Vere, CEO
OnDeck Directors Sued in Class Action For Allegedly Withholding “Material Information” From Shareholders To Make Enova Deal Happen
September 8, 2020
An OnDeck shareholder is asking the Delaware Court of Chancery to halt the sale of the company to Enova until OnDeck discloses allegedly material information that would appear to put the landmark deal in an entirely new light.
On September 4, Conrad Doaty filed a class action lawsuit against Noah Breslow, Daniel S. Henson, Chandra Dhandapani, Bruce P. Nolop, Manolo Sánchez, Jane J. Thompson, Ronald F. Verni, and Neil E. Wolfson for breaching their fiduciary duties owed to the public shareholders of OnDeck.
According to Doaty, the Enova offer of $90 million ($82 million stock, $8 million in cash) was not even the best bid that OnDeck received but he alleges that OnDeck’s directors and executives took it because they were individually offered “exorbitant personal compensation” including “millions of dollars in severance packages, accelerated stock options, performance awards, golden parachutes and other deal devices to sweeten the offer.”
Doaty makes reference to other bids for OnDeck with specifics including two all-cash offers, one that valued OnDeck at between $100 million and $125 million and one that valued it at between $80 million and $110 million. He says that no explanation for their rejection was disclosed.
Doaty also alleges that OnDeck relied on two sets of financial projections to evaluate a sale of the company, one for all prospective bidders (that projected a quick economic recovery) and another set that was used only for Enova (that projected a slow economic recovery). Doaty’s point is that Enova’s valuation was based on less optimistic data and that OnDeck did not publicly disclose to shareholders the more optimistic version that all the other prospective buyers of the company got to see.
“Most significantly, is that it is not pressing time to sell,” Doaty says. “The company was not facing imminent financial collapse or financial ruin.” He continues by pointing out that the company had $150 million of cash on hand and that it had successfully navigated workouts with its creditors over issues caused by the pandemic.
“Yet as a result of the frantic and unreasonable timing of the sale, the consideration offered for OnDeck is woefully inadequate.”
In addition to “exorbitant personal compensation” promised to the Board members, Doaty argues that a cheap price benefits parties who sat on both sides of the transaction, namely Dimensional Fund Advisors LP, BlackRock, Inc., and Renaissance Technologies, LLC, all of whom are said to hold greater than 5% beneficial ownership interest in both OnDeck and Enova. None of them are named as defendants.
“…even if the exchange ratio is unfair,” Doaty argues, “those institutional investors will still benefit from seeing their positions in Enova benefitted. Non-insider stockholders, on the other hand, will not be parties to the benefit.”
The law firm representing the plaintiff in Delaware is Cooch and Taylor, P.A.
Case ID #: 2020-0763 in the Delaware Court of Chancery.
You can download the full complaint here.
As an aside, deBanked mused two days prior to the filing of this lawsuit that the sales price of OnDeck was so low that early OnDeck shareholders stand to recover less of their investment as a result of this deal than investors in a rival company that was placed in a court-ordered receivership by the SEC.
What Stimulus is Next for SMBs?
September 4, 2020
Next week, lawmakers will finally be back from vacation, arguing over the next stimulus package. There are various proposals, and the two competing Republican and Democrat offerings are nearly a trillion dollars apart.
It’s the Senate GOP HEALs act vs. the House Democrats HEROs act. But in between, what may be getting the most support? Standalone bipartisan bills that focus on extending and forgiving PPP loans.
Ryan Metcalf, head of the office of Government affairs and Social Impact for Funding Circle, has been following conversations on The Hill closely.
“Up until Monday, Pelosi said they weren’t even going to even put a bill forward for a new stimulus,” Metcalf said. “But then yesterday [Tuesday] Secretary Mnuchin said he was open to doing a standalone PPP loan. It’s the one that has the most bipartisan support; they can’t meet anywhere else than PPP.”
Funding Circle is one of the world’s largest online lenders, with about $10 billion in global loans to date. Metcalf said Funding Circle mostly offers US loans in the $25,000 to $500,000 range, and as a funder for PPP, offered more loans in just eight days in August than half of their total business in July. His company had to cut off funding requests, locking out some customers that needed help, simply because the deadline had ended.
“When PPP ended on August 8th, the narrative was that PPP had died out, and there was no interest in it, but that is a complete fallacy,” Metcalf said. “We were processing loans for the smallest of small businesses- 10-15 employees- well under $50,000 loans, the people still needed help.”
Steve Denis, Executive Director of the Small Business Finance Associaton (SBFA), has also been engaged in the process. He has been petitioning members of Congress on behalf of what he calls truly small business, those under 10 employees or nonemployers that still need help.
“‘Real’ small businesses: ones with under ten employees that are really grinding, like small hair salons, retail stores, and mechanics don’t really have traditional banking relationships,” Denis said.
SBA data from July found that most of the loans made (66.8%) were in the $50k range and to very small businesses, but the largest amount of capital went towards firms that applied for a $350k-$1M sized loan.
Denis said that the higher dollar amount PPP loans were more profitable for banks to make, so disproportionate funding went toward bigger businesses with pre-established finance connections. This disparity is backed up by research. Studies, like one from the National Bureau of Economic Research (NBER), found that firms with stronger connections to banks were more likely to be approved for PPP funds.
“The way fees are structured: there’s an incentive for big banks to prioritize bigger deals at [commission] rates like 3% or 5%,” Denis Said. “They’d rather make that on a $500,000 deal than on a $40,000 deal.”
Denis said the SBFA was lobbying for Congress to create a prioritized amount of money authorized only for smaller loans, under $100,000-$150,000, to focus on those really small businesses with less than five employees.
Like Metcalf, Denis sees the most likely outcome is an extension of PPP- at least until the end of the federal fiscal year budget in September. If the Fed cannot agree on a budget, the government will go into shutdown- and this year would be the worst time to shut down.
“The only thing that motivates Congress to move big legislation like this are deadlines; there’s a big deadline coming up,” Denis said. “At the end of September, the fiscal year runs out and there needs to be a budget agreement.”
Metcalf said that the next round of PPP programs need to make sure businesses can get their first loan if they haven’t already, and streamline the loan forgiveness process to keep the SBA from getting overwhelmed.
“We need a forgiveness bill that streamlines the process; lenders will not have the resources to process forgiveness, a first PPP and second PPP as it is,” Metcalf said. “In my call with the SBA two weeks ago, they said for processing new 7(a) lender applications and all the other business they do to resume their normal business we’re looking at six months.”
The PPP proposal that Metcalf likes the best is called the Paycheck Protection Small Business Forgiveness Act, which stipulates a one-page forgiveness form for all loans made under $150,000. Metcalf said he saw support from a bipartisan group of over 90 members of Congress.
Another opportunity is the Economic Injury Disaster Loan (EIDL) program- offering long term loans to businesses with less than 500 employees that need financial help. Both Denis and Metcalf encouraged business owners to check out the program, which offers loans directly from the government without the need to prove forgiveness.
In the end, Denis said he was interested in the Republican “Skinny Bill” that is a cheaper breakdown of the GOP HEALS Act, but he said it is all up in the air.
“This is just me guessing,” Denis said. “I have talked to these people every day, but even members of Congress on Capitol Hill have no clue what’s going to happen.”
