Item 1.02 Termination of Material Definitive Agreement.

On the Closing Date, in connection with the completion of the Merger, all amounts outstanding under the Credit Agreement (the "Corporate Facility Agreement"), dated as of January 28, 2019, by and among the Company, as borrower, the lenders party thereto and Truist Bank (as successor by merger to SunTrust Bank), as Administrative Agent and Collateral Agent will be paid in full (the "Payoff"). In connection with the Payoff, the Corporate Facility Agreement and the related credit documents will be terminated along with the obligations thereunder and all security interests, pledges and liens will be released.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On the Closing Date, Parent completed its acquisition of the Company through the Merger pursuant to the terms and conditions of the Merger Agreement. As of the effective time of the Merger (the "Effective Time"), each issued and outstanding share of Company common stock, par value $0.005 per share (the "Company Common Stock") (other than any shares of Company Common Stock owned by the Company or owned by Parent, Merger Sub, or any other direct or indirect wholly owned subsidiary of Parent or any shares of Company Common Stock as to which appraisal rights have been properly exercised in accordance with Delaware law (collectively, "Excluded Company Shares")), was cancelled and converted into the right to receive (i) 0.092 of a duly authorized, validly issued, fully paid and nonassessable share of common stock, par value $0.00001 per share, of Parent (the "Exchange Ratio" and "Parent Common Stock", respectively), (ii) $0.12 in cash (without interest) (the "Cash Consideration") and (iii) cash (without interest) for any fractional shares of Parent Common Stock (such consideration in clauses (i) through (iii) collectively, the "Merger Consideration").

At the Effective Time, each option that represented the right to acquire shares of Company Common Stock that was outstanding immediately prior to the Effective Time (each, an "Option") with an exercise price less than the Merger Consideration Cash Value (as defined below), whether vested or unvested, was cancelled and converted into the right to receive an amount in cash (without interest) equal to (x) the Merger Consideration Cash Value minus the exercise price of such Option multiplied by (y) the total number of shares of Company Common Stock subject to such Option. The Merger Agreement defines Merger Consideration Cash Value as the sum of the (i) Cash Consideration and (ii) product obtained by multiplying the Exchange Ratio by the volume weighted average closing sale price of one share of Parent Common Stock as reported on the New York Stock Exchange for the 10 consecutive trading days ending on the date that is two trading days prior to the Closing Date (the "Parent Trading Price"). Each Option that was outstanding immediately prior to the Effective Time with an exercise price equal to or greater than the Merger Consideration Cash Value, whether vested or unvested, was, at the Effective Time, forfeited and cancelled automatically without any consideration paid.

In addition, each time vesting award of restricted stock units of the Company that was outstanding immediately prior to the Effective Time and held by an employee of the Company or any subsidiary of the Company (the "Employee RSUs"), was, at the Effective Time, assumed and converted automatically into a time vesting restricted stock unit award of Parent (each, an "Adjusted RSU") that, subject to later vesting thereof, will be settled for a number of shares of Parent Common Stock equal to the sum of (i) the product of (A) the Exchange Ratio, multiplied by (B) the number of shares of Company Common Stock subject to the Employee RSU immediately prior to the Effective Time, plus (ii) the quotient of (A) the product of (x) the number of shares of Company Common Stock subject to the Employee RSU immediately prior to the Effective Time, multiplied by (y) the Cash Consideration, divided by (B) the Parent Trading Price; provided, that fractional shares may, at Parent's election, be settled in cash (without interest), based on the fair . . .

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial

Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On the Closing Date, an Early Amortization Event occurred under the Fifth Amended and Restated Credit Agreement, dated as of March 12, 2019 and as amended from time to time, by and among OnDeck Account Receivables Trust 2013-1 LLC (the "ODART"), as Borrower, the Lenders party thereto from time to time, Deutsche Bank AG, New York Branch, as Administrative Agent and Collateral Agent, Deutsche Bank Securities Inc., as Syndication Agent, Documentation Agent and Lead Arranger and Deutsche Bank Trust Company Americas, as Paying Agent (the "ODART Facility"). Beginning on the October 2020 payment date under the ODART Facility, all remaining amounts held by ODART in its controlled accounts, after payment of accrued interest and certain expenses, will be applied to repay the outstanding principal on a monthly basis until the loans are paid in full.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing.

On the Closing Date, in connection with the completion of the Merger, the Company notified the New York Stock Exchange (the "NYSE") that the Merger had been completed and requested that trading of the Company Common Stock under the symbol "ONDK" on the NYSE be suspended prior to the opening of trading on October 13, 2020. In addition, the Company requested that the NYSE file with the U.S. Securities and Exchange Commission (the "SEC") a Notification of Removal from Listing and/or Registration on Form 25 to delist the Company Common Stock from the NYSE and deregister the Company Common Stock under Section 12(b) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), on October 13, 2020. As a result, the Company Common Stock will no longer be listed on the NYSE.

In addition, the Company intends to file with the SEC a certification on Form 15 under the Exchange Act requesting the termination of the registration of all Company's securities registered under Section 12(g) of the Exchange Act and the suspension of Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

The information set forth in the Explanatory Note and under Item 2.01 of this report is incorporated by reference in this Item 3.01.

Item 3.03 Material Modification of Rights of Security Holders.

At the Effective Time, each holder of Company Common Stock issued and outstanding immediately prior to the Effective Time ceased to have any rights as a shareholder of the Company, other than (except for Excluded Company Shares) the right to receive the Merger Consideration.

The information set forth in the Explanatory Note and under Items 2.01, 3.01, 5.01 and 5.03 of this report is incorporated by reference in this Item 3.03.

Item 5.01 Change in Control of Registrant.

At the Effective Time, a change in control of the Company occurred and the Company became a wholly-owned subsidiary of Parent.

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The information set forth in the Explanatory Note and under Items 2.01 and 3.03 of this report is incorporated by reference in this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

In connection with the Merger, Noah Breslow, Daniel S. Henson, Chandra Dhandapani, Bruce P. Nolop, Manolo Sánchez, Jane J. Thompson, Ronald F. Verni and Neil E. Wolfson, each resigned from the board of directors of the Company and from any and all committees of the board of directors of the Company on which they served as of the Effective Time. At the Effective Time, David Fisher, Steven Cunningham and Sean Rahilly, who were the directors of Merger Sub immediately prior to the Effective Time, became the directors of the Company.

The information set forth in the Explanatory Note and under Item 2.01 of this report is incorporated by reference in this Item 5.02.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

As of the Effective Time, the certificate of incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1. In addition, at the Effective Time, the Company's bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the bylaws attached hereto as Exhibit 3.2.

The information set forth in the Explanatory Note and under Item 2.01 of this report is incorporated by reference in this Item 5.03.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit
Number                                    Description

2.1            Agreement and Plan of Merger, by and among Enova International,
             Inc., Energy Merger Sub, Inc. and On Deck Capital, Inc., dated
             July 28, 2020, and Amendment thereto, dated as of September 18,
             2020.  *

3.1            Amended and Restated Certificate of Incorporation of On Deck
             Capital, Inc.

3.2            Amended and Restated Bylaws of On Deck Capital, Inc.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

* All schedules to the Merger Agreement have been omitted pursuant to Item

601(b)(2) of Regulation S-K. The Company hereby agrees to furnish a copy of any

omitted schedule to the Securities and Exchange Commission upon request.

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