S-8

As filed with the Securities and Exchange Commission on May 17, 2016

Registration No. 333-      

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

ENOVA INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	45-3190813
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

175 West Jackson Boulevard

Chicago, Illinois 60604

(Address of principal executive offices, including zip code)

ENOVA INTERNATIONAL, INC. FIRST AMENDED AND RESTATED

2014 LONG-TERM INCENTIVE PLAN

(Full title of the plan)

Lisa M. Young

Vice President — General Counsel and Secretary

ENOVA INTERNATIONAL, INC.

175 West Jackson Boulevard

Chicago, Illinois  60604

(Name and address of agent for service)

(312) 568-4200

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b‑2 of the Exchange Act. (Check one):
Large accelerated filer	£		Accelerated filer	R
Non-accelerated filer	£	(Do not check if a smaller reporting company)	Smaller reporting company	£

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)(3)	Proposed maximum aggregate offering price (2)(3)	Amount of registration fee (3)
Common Stock, par value $0.00001 per share	4,400,000	$7.26	$31,944,000	$3,216.76

(1)  This registration statement covers an aggregate of 4,400,000 shares of Enova International, Inc.’s common stock, par value $0.00001 per share (the “Common Stock”), issuable pursuant to the Enova International, Inc. First Amended and Restated 2014 Long-Term Incentive Plan (the “Amended and Restated 2014 LTIP”).  Pursuant to Rule 416(a) under the Securities Act of 1933 (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares of Common Stock that may become issuable pursuant to the anti-dilution provisions of the Amended and Restated 2014 LTIP.  

(2)  Estimated solely for the purpose of computing the registration fee.  

(3)  Calculated in accordance with Rule 457(c) and Rule 457(h) of the Securities Act. Accordingly, the amount of the registration fee is calculated based upon 4,400,000 shares of Common Stock reserved for issuance under the Amended and Restated 2014 LTIP at a price of $7.26, which is the average of the high and low price per share of Common Stock on the New York Stock Exchange on May 16, 2016.  

INCORPORATION BY REFERENCE

Pursuant to General Instruction E on Form S-8, the contents of the Registration Statement on Form S-8 filed by Enova International, Inc. (the “Registrant”) on December 12, 2014 under Registration No. 333-200929, with respect to the securities offered pursuant to the Enova International, Inc. 2014 Long-Term Incentive Plan (the “Long-Term Incentive Plan”) are incorporated by reference, with the exception of such opinions, consents, required signatures and exhibits, which are included and made a part of this registration statement.  The 2014 Long-Term Incentive Plan was amended and restated to increase the total shares authorized for issuance thereunder by 4,400,000 shares.  The Amended and Restated 2014 LTIP was approved by the shareholders of the Registrant at its annual meeting of shareholders on May 17, 2016.

Item 3. Incorporation of Documents by Reference

The following documents, which have been filed by Enova International, Inc. with the Securities and Exchange Commission (the “Commission”), are incorporated by reference into this Registration Statement:

(1)the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed on March 7, 2016;

(2)the portions of the Registrant’s Definitive Proxy Statement on Schedule 14A filed on April 7, 2016 that are incorporated by reference into Part III of its Annual Report on Form 10-K for the fiscal year ended December 31, 2015;

(3)all other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year ended December 31, 2015; and

(4)the description of the Registrant’s common stock contained in its Registration Statement on Form 10 filed under the Exchange Act (File No. 001-35503), including any amendment or report filed for the purpose of updating such description.

All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, including any exhibits included with such information, unless otherwise indicated therein) after the date of this Registration Statement, but prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits 

Exhibit No.	Exhibit Description
4.1	Amended and Restated Certificate of Incorporation of Enova International, Inc. filed in the office of the Secretary of State of the State of Delaware on November 12, 2014 (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K, filed on November 13, 2014)
4.2	Amended and Restated Bylaws of Enova  International, Inc. dated as of November 13, 2014 (incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K, filed on November 13, 2014)
4.3	Form of Stock Certificate (incorporated by reference to Exhibit 4.1 of the Registrant’s Form 10, filed on October 2, 2014)
4.4	Enova International, Inc. First Amended and Restated 2014 Long-Term Incentive Plan (incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement on Schedule 14A for the 2016 Annual Meeting of Stockholders, filed on April 7, 2016)
5.1	Opinion of Kirkland & Ellis LLP (filed herewith)
23.1	Consent of Kirkland & Ellis LLP (included in Exhibit 5.1)
23.2	Consent of PricewaterhouseCoopers LLP (filed herewith)
24.1	Power of Attorney (included with the signature page of this Registration Statement)

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on May 17, 2016.

ENOVA INTERNATIONAL, INC.
By:	/s/ David A. Fisher
	David A. Fisher
	Chief Executive Officer and President

POWER OF ATTORNEY

KNOW BY ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David A. Fisher and Lisa M. Young, and each of them, his or her true and lawful attorney-in-fact and agents with full and several power of substitution, for him or her and his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Capacity	Date
/s/ David A. Fisher	Chief Executive Officer, President and Director (Principal Executive Officer)	May 17, 2016
David A. Fisher
/s/ Robert S. Clifton	Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	May 17, 2016
Robert S. Clifton
/s/ Ellen Carnahan	Director	May 17, 2016
Ellen Carnahan
/s/ Daniel R. Feehan	Director	May 17, 2016
Daniel R. Feehan
/s/ William M. Goodyear	Director	May 17, 2016
William M. Goodyear
/s/ James A. Gray	Director	May 17, 2016
James A. Gray
/s/ David C. Habiger	Director	May 17, 2016
David C. Habiger
/s/ Gregg A. Kaplan	Director	May 17, 2016
Gregg A. Kaplan
/s/ Mark P. McGowan	Director	May 17, 2016
Mark P. McGowan
/s/ Mark A. Tebbe	Director	May 17, 2016
Mark A. Tebbe

EXHIBIT INDEX

TO

REGISTRATION STATEMENT ON FORM S-8

Exhibit No.	Exhibit Description
4.1	Amended and Restated Certificate of Incorporation of Enova International, Inc. filed in the office of the Secretary of State of the State of Delaware on November 12, 2014 (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K, filed on November 13, 2014)
4.2	Amended and Restated Bylaws of Enova  International, Inc. dated as of November 13, 2014 (incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K, filed on November 13, 2014)
4.3	Form of Stock Certificate (incorporated by reference to Exhibit 4.1 of the Registrant’s Form 10, filed on October 2, 2014)
4.4	Enova International, Inc. First Amended and Restated 2014 Long-Term Incentive Plan (incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement on Schedule 14A for the 2016 Annual Meeting of Stockholders, filed on April 7, 2016)
5.1	Opinion of Kirkland & Ellis LLP (filed herewith)
23.1	Consent of Kirkland & Ellis LLP (included in Exhibit 5.1)
23.2	Consent of PricewaterhouseCoopers LLP (filed herewith)
24.1	Power of Attorney (included with the signature page of this Registration Statement)

EX-5.1

Exhibit 5.1
	300 North LaSalle Chicago, Illinois  60654 (312) 862-2000 www.kirkland.com	Facsimile: (312) 862-2200

May 17, 2016

Enova International, Inc.

175 W. Jackson Boulevard

Chicago, Illinois  60604

Re:Registration Statement on Form S-8

Ladies and Gentlemen:

We are providing this letter in our capacity as special counsel to Enova International, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “Commission”) covering the offering by the Company of up to 4,400,000shares of common stock, par value $0.00001 per share, of the Company (the “Plan Shares”) pursuant to the Enova International, Inc. First Amended and Restated 2014 Long-Term Incentive Plan (the “Plan”).

For purposes of this letter, we have examined such documents, records, certificates, resolutions and other instruments deemed necessary as a basis for this opinion, and we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies.

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we advise you that the Plan Shares are duly authorized and when (i) the Registration Statement related to the Plan Shares becomes effective under the Act and (ii) the Plan Shares have been duly issued pursuant to and in accordance with the terms and conditions of the Plan and the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, the Plan Shares will be validly issued, fully paid and non-assessable.

Our opinions expressed above are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of any laws except the General Corporation Law of the State of Delaware.

We have relied without independent investigation upon, among other things, an assurance from the Company that the number of shares which the Company is authorized to issue in its Amended and Restated Certificate of Incorporation exceeds the number of shares outstanding

Beijing    Hong Kong   Houston   London   Los Angeles   Munich    New York    Palo Alto   San Francisco   Shanghai    Washington, D.C.

Enova International, Inc.

May 17, 2016

Page 2

and the number of shares which the Company is obligated to issue (or had otherwise reserved for issuance) for any purposes other than issuances in connection with the Plan by at least the number of Plan Shares which may be issued in connection with the Plan and we have assumed that such condition will remain true at all future times relevant to this opinion. We have assumed that the Company will cause certificates, if any, representing the Plan Shares issued in the future to be properly executed and delivered and will take all other actions appropriate for the issuances of such Plan Shares.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement.  In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the issuance and sale of the Plan Shares.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the General Corporation Law of the State of Delaware be changed by legislative action, judicial decision or otherwise.

This opinion is furnished to you in connection with the filing of the Registration Statement, and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.

Sincerely,

/s/ Kirkland & Ellis LLP

KIRKLAND & ELLIS LLP

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8of our report dated March 7, 2016 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Enova International Inc.'s Annual Report on Form 10‑K for the year ended December 31, 2015.  

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois
May 17, 2016