0001193125-18-036220.txt : 20180208 0001193125-18-036220.hdr.sgml : 20180208 20180208160603 ACCESSION NUMBER: 0001193125-18-036220 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180208 DATE AS OF CHANGE: 20180208 GROUP MEMBERS: PHIL FROHLICH GROUP MEMBERS: PRESCOTT GROUP AGGRESSIVE SMALL CAP II, L.P. GROUP MEMBERS: PRESCOTT GROUP AGGRESSIVE SMALL CAP, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Enova International, Inc. CENTRAL INDEX KEY: 0001529864 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 453190813 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88543 FILM NUMBER: 18585797 BUSINESS ADDRESS: STREET 1: 175 WEST JACKSON BLVD. STREET 2: SUITE 1000 CITY: CHICAGO STATE: IL ZIP: 60604 BUSINESS PHONE: 312-568-4200 MAIL ADDRESS: STREET 1: 175 WEST JACKSON BLVD. STREET 2: SUITE 1000 CITY: CHICAGO STATE: IL ZIP: 60604 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C. CENTRAL INDEX KEY: 0001166152 IRS NUMBER: 731554000 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1924 SOUTH UTICA STREET 2: SUITE 1120 CITY: TULSA STATE: OK ZIP: 74104-6429 BUSINESS PHONE: 918-747-3412 MAIL ADDRESS: STREET 1: 1924 SOUTH UTICA STREET 2: SUITE 1120 CITY: TULSA STATE: OK ZIP: 74104-6429 FORMER COMPANY: FORMER CONFORMED NAME: PRESCOTT GROUP CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20020128 SC 13D/A 1 d508909dsc13da.htm SC 13D/A SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D/A

(Amendment No. 1)

(Rule 13d-101)

Under the Securities Exchange Act of 1934

 

 

Enova International, Inc.

(Name of Issuer)

Common Stock, $.00001 par value per share

(Title of Class of Securities)

29357K103

(CUSIP NUMBER)

Phil Frohlich

1924 South Utica, Suite #1120

Tulsa, Oklahoma 74104-6429

(918) 747-3412

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

- with copies to -

Eliot D. Raffkind

Akin, Gump, Strauss, Hauer & Feld, L.L.P.

1700 Pacific Avenue, Suite 4100

Dallas, Texas 75201-4618

(214) 969-2800

February 5, 2018

(Date of event which requires filing of this statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box   ☐.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 

Page 1 to 9


CUSIP No. 29357K103   13D/A  

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

WC

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEM 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Oklahoma

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

1,583,891

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

1,583,891

   10   

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,583,891

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ☐

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.7%

14  

TYPE OF REPORTING PERSON*

 

IA

 

* SEE INSTRUCTIONS BEFORE FILLING OUT

 

Page 2 of 9


CUSIP No. 29357K103   13D/A  

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

PRESCOTT GROUP AGGRESSIVE SMALL CAP, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

WC

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEM 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Oklahoma

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

1,582,991

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

1,582,991

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,582,991

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ☐

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.7%

14  

TYPE OF REPORTING PERSON*

 

PN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT

 

Page 3 of 9


CUSIP No. 29357K103   13D/A  

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

PRESCOTT GROUP AGGRESSIVE SMALL CAP II, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

WC

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEM 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Oklahoma

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

1,582,991

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

1,582,991

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,582,991

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ☐

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.7%

14  

TYPE OF REPORTING PERSON*

 

PN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT

 

Page 4 of 9


CUSIP No. 29357K103   13D/A  

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

PHIL FROHLICH

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

PF

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEM 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

U.S. CITIZEN

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

1,583,891

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

1,583,891

   10   

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,583,891

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ☐

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.7%

14  

TYPE OF REPORTING PERSON*

 

IN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT

 

Page 5 of 9


SCHEDULE 13D/A

This Amendment No. 1 (this “Amendment”) to Schedule 13D (the “Schedule 13D”) is being filed on behalf of Prescott Group Capital Management, L.L.C., an Oklahoma limited liability company (“Prescott Capital”), Prescott Group Aggressive Small Cap, L.P., an Oklahoma limited partnership (“Prescott Small Cap”), Prescott Group Aggressive Small Cap II, L.P., an Oklahoma limited partnership (“Prescott Small Cap II” and, together with Prescott Small Cap, the “Small Cap Funds”) and Mr. Phil Frohlich, the principal of Prescott Capital, relating to shares of common stock of Enova International, Inc., a Delaware corporation (the “Issuer”).

This Amendment relates to shares of Common Stock, $.00001 par value per share, of the Issuer (the “Common Stock”) purchased by (i) the Small Cap Funds through the account of Prescott Group Aggressive Small Cap Master Fund, G.P., an Oklahoma general partnership (“Prescott Master Fund”), of which the Small Cap Funds are the general partners and (ii) certain other accounts managed by Prescott Capital (the “Prescott Accounts”). Prescott Capital serves as the general partner of the Small Cap Funds and may direct the Small Cap Funds, the general partners of Prescott Master Fund, to direct the vote and disposition of the 1,582,991 shares of Common Stock held by the Prescott Master Fund. In addition, Prescott Capital serves as the general partner of the Prescott Accounts and may direct the vote and disposition of the 900 shares of Common Stock held by the Prescott Accounts. As the principal of Prescott Capital, Mr. Frohlich may direct the vote and disposition of the 1,583,891 shares of Common Stock held by (i) Prescott Master Fund and (ii) the Prescott Accounts.

Item 3 of the Schedule 13D is hereby amended as follows:

 

Item 3. Source and Amount of Funds

As of February 7, 2018, the Small Cap Funds had invested $12,667,228 and the Prescott Accounts had invested $12,008 (inclusive of brokerage commissions) in shares of Common Stock of the Issuer. The source of these funds was the working capital of the Small Cap Funds and the Prescott Accounts.

Item 5 of the Schedule 13D is hereby amended as follows:

 

Item 5. Interest in Securities of the Issuer

(a) The aggregate percentage of shares of Common Stock reported to be owned by the Reporting Persons is based upon 33,464,780 shares outstanding, which is the total number of shares of Common Stock outstanding as of October 30, 2017 pursuant to the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 1, 2017.

As of February 7, 2018, the Small Cap Funds beneficially owned 1,582,991 shares of Common Stock, representing approximately 4.7% of the issued and outstanding Common Stock of the Issuer.

Prescott Capital, as the general partner of the Small Cap Funds and the Prescott Accounts, may be deemed to beneficially own the 1,583,891 shares of Common Stock held by the Small Cap Funds and the Prescott Accounts, representing approximately 4.7% of the issued and outstanding Common Stock of the Issuer.

 

Page 6 of 9


In addition, Phil Frohlich, as managing member of Prescott Capital, the general partner of the Small Cap Funds and the Prescott Accounts, may also be deemed to beneficially own the 1,583,891 shares of Common Stock beneficially owned by the Small Cap Funds and the Prescott Accounts, representing approximately 4.7% of the issued and outstanding Common Stock of the Issuer.

Prescott Capital and Mr. Frohlich disclaim beneficial ownership of the shares of Common Stock held by the Small Cap Funds except to the extent of their pecuniary interest therein.

(b) By virtue of his position with Prescott Capital and the Small Cap Funds and the Prescott Accounts, Phil Frohlich has the sole power to vote and dispose of the shares of Common Stock owned by the Small Cap Funds and the Prescott Accounts reported in this Amendment.

The filing of this statement on Schedule 13D shall not be construed as admission that Prescott Capital or Mr. Frohlich is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the 1,583,891 shares of Common Stock owned by the Small Cap Funds and the Prescott Accounts. Pursuant to Rule 13d-4, Prescott Capital and Mr. Frohlich disclaim all such beneficial ownership.

(c) Annex A attached hereto lists all transactions in the Common Stock during the past sixty (60) days by the Reporting Persons. The transactions in the Common Stock were effected in the open market.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock.

(e) As of February 5, 2018, the Reporting Persons ceased to be the beneficial owner of five percent (5%) or more of the Common Stock of the Issuer.

Item 6 of the Schedule 13D is hereby amended as follows:

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On January 29, 2018, the Reporting Persons sold 2,000 February 16, 2018 call options short for a total of $239,112.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

 

Page 7 of 9


Signatures

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 8, 2018

 

Prescott Group Capital Management, L.L.C.
By:  

/s/ Phil Frohlich

  Phil Frohlich, Managing Member
Prescott Group Aggressive Small Cap, L.P.
By: Prescott Group Capital Management, L.L.C., its general partner
By:  

/s/ Phil Frohlich

  Phil Frohlich, Managing Member
Prescott Group Aggressive Small Cap II, L.P.
By: Prescott Group Capital Management, L.L.C., its general partner
By:  

/s/ Phil Frohlich

  Phil Frohlich, Managing Member
Phil Frohlich
By:  

/s/ Phil Frohlich

  Phil Frohlich

 

Page 8 of 9


ANNEX A

 

Reporting Person    Date      Shares     Unit
Cost
 

Small Cap Funds

     12/15/2017        5,000       15.49  

Small Cap Funds

     12/15/2017        14,000       15.50  

Small Cap Funds

     12/18/2017        (28,700     15.00  

Small Cap Funds

     12/29/2017        600       15.16  

Small Cap Funds

     12/29/2017        (600     15.24  

Small Cap Funds

     1/11/2018        (10,000     16.85  

Small Cap Funds

     1/29/2018        (16,792     18.14  

Small Cap Funds

     1/30/2018        (23,208     18.18  

Small Cap Funds

     2/2/2018        (15,337     20.61  

Small Cap Funds

     2/5/2018        (24,663     20.60  

 

Page 9 of 9