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):
September 10, 2018
ENOVA INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
1-35503 |
45-3190813 |
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(State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
175 West Jackson Boulevard
Chicago, Illinois 60604
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (312) 568-4200
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Notes Offering
On September 10, 2018, Enova International, Inc. (the “Company”) issued a press release regarding its proposed offering of up to $375 million in aggregate principal amount of senior notes due 2025 (the “Notes”). A copy of the press release announcing the offering is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Tender Offer
On September 10, 2018, the Company issued a press release regarding the commencement of its cash tender offer for any and all of the Company's outstanding 9.75% senior notes due 2021, subject to certain conditions, including the issuance and sale of the Notes. A copy of the press release announcing the tender offer is attached hereto as Exhibit 99.2 and incorporated by reference herein.
Conditional Full Redemption
On September 10, 2018, the Company instructed the Trustee to send a notice (the “Notice”) of conditional full redemption in the name of the Company (the “Redemption”) to the holders of its $295,000,000 outstanding aggregate principal amount of 9.75% Senior Notes due 2021 (the “2021 Notes”) on September 11, 2018, pursuant to the Indenture, dated as of May 30, 2014, by and between the Company, the guarantors thereto and Computershare Trust Company, N.A. and Computershare Trust Company of Canada (as successor trustee to U.S. Bank National Association), as trustee (together, the “Trustee”), as amended, supplemented or modified (the “Indenture”). Pursuant to the Notice, the Company has elected to redeem $295,000,000 in principal amount the 2021 Notes, to the extent outstanding, on October 11, 2018 (the “Redemption Date”). The redemption price of the 2021 Notes, as set forth in the Indenture, is equal to 104.875% of the principal amount of such 2021 Notes redeemed, plus accrued and unpaid interest thereon to the Redemption Date.
The Redemption will be conditioned upon the Company’s receipt of proceeds from one or more new financing transactions sufficient, in the Company’s sole discretion, to pay the Redemption Price and to effect the other transactions contemplated by such financing transactions, including paying the related fees and expenses, on or prior to the Redemption Date.
This Current Report on Form 8-K does not constitute a notice of redemption under the Indenture, nor an offer to tender for, or purchase, any 2021 Notes or any other security.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)Exhibits
The following exhibits are furnished as part of this Report on Form 8-K:
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Exhibit No. |
Description |
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Enova International, Inc. press release dated September 10, 2018 |
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Enova International, Inc. press release dated September 10, 2018 |
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.
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ENOVA INTERNATIONAL, INC. |
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Date: September 10, 2018 |
By: |
/s/ Steven E. Cunningham |
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Steven E. Cunningham |
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Chief Financial Officer |
Exhibit 99.1
Enova Announces Private Offering of $375 Million of Senior Notes Due 2025
CHICAGO, September 10, 2018 – Enova International (NYSE: ENVA) (“Enova”) today announced that it intends to offer, subject to market and other customary conditions, $375 million in aggregate principal amount of senior notes due 2025 (the “Notes”). The Notes will be guaranteed, jointly and severally, on a senior unsecured basis by Enova’s existing and future domestic subsidiaries other than its securitization subsidiaries. The Notes and the related guarantees will be senior unsecured obligations of Enova and the guarantors.
Enova intends to use the net proceeds from the offering to repurchase any and all of its outstanding senior notes due 2021 (the “2021 Notes”), to pay the related accrued interest, premiums, fees and expenses related to the offering of the Notes and incurred in connection with the repurchase of the 2021 Notes and for general corporate purposes.
The Notes and the related guarantees will be offered only to “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and to certain persons outside of the United States in compliance with Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.
This press release is issued pursuant to Rule 135c of the Securities Act for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities. No offer, solicitation or sale of the Notes will be made in any jurisdiction in which the offer, solicitation or sale is unlawful. Any offers of the Notes will be made only by means of a private offering memorandum.
Cautionary Information Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 about the business, financial condition and prospects of Enova. These forward-looking statements give current expectations or forecasts of future events and reflect the views and assumptions of Enova’s senior management with respect to the business, financial condition and prospects of Enova as of the date of this release and are not guarantees of future performance. The actual results of Enova could differ materially from those indicated by such forward-looking statements because of various risks and uncertainties applicable to Enova’s business, including, without limitation, those risks and uncertainties indicated in Enova’s filings with the Securities and Exchange Commission (“SEC”), including its annual report on Form 10-K, quarterly reports on Forms 10-Q and current reports on Forms 8-K. These risks and uncertainties are beyond the ability of Enova to control, and, in many cases, Enova cannot predict all of the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. When used in this release, the words “believes,” “estimates,” “plans,” “expects,” “anticipates” and similar expressions or variations as they relate to Enova or its management are intended to identify forward-looking statements. Enova cautions you not to put undue reliance on these statements. Enova disclaims any intention or obligation to update or revise any forward-looking statements after the date of this release.
SOURCE Enova International, Inc.
For further information: IR@enova.com
Exhibit 99.2
Enova Announces Tender Offer for Any and All of Its 9.75% Senior Notes Due 2021
CHICAGO, September 10, 2018 – Enova International (NYSE: ENVA) (“Enova”) today announced that it has commenced a cash tender offer to purchase any and all of its 9.75% senior unsecured notes due 2021 (the “2021 Notes”). As of September 10, 2018, there was $295 million in aggregate principal amount of 2021 Notes outstanding. The tender offer is being made pursuant to an offer to purchase, dated today, and a related letter of transmittal and notice of guaranteed delivery. The tender offer will expire at 5:00 p.m., New York City time, on September 17, 2018, unless extended (the “Expiration Time”). Tendered 2021 Notes may be withdrawn at any time before the Expiration Time.
Holders of 2021 Notes that are validly tendered and accepted at or prior to the Expiration Time, or who deliver to the depositary and information agent a properly completed and duly executed notice of guaranteed delivery and subsequently deliver such 2021 Notes, each in accordance with the instructions described in the offer to purchase, will receive total cash consideration of $1,052.75 per $1,000 principal amount of 2021 Notes, plus any accrued and unpaid interest to, but not including, the settlement date, which is expected to be September 19, 2018, subject to satisfaction of the Financing Condition described herein.
The tender offer is contingent upon, among other things, Enova’s successful completion of a proposed debt financing transaction, the gross proceeds of which will be at least $375 million (the “Financing Condition”). The tender offer is not conditioned on any minimum amount of 2021 Notes being tendered. Enova may amend, extend or terminate the tender offer in its sole discretion. Concurrently with the launch of the tender offer, Enova is exercising its right to optionally redeem any 2021 Notes not validly tendered and purchased in the tender offer, pursuant to the terms of the Indenture relating to the 2021 Notes, conditioned upon and subject to satisfaction of the Financing Condition.
The tender offer is being made pursuant to the terms and conditions contained in the offer to purchase and related letter of transmittal and notice of guaranteed delivery, copies of which may be requested from the information agent for the tender offer, D.F. King & Co., Inc., by telephone at (866) 620-2536 (toll-free) or (212) 269-5550 (for banks and brokers only), by email at enva@dfking.com, or via the following web address: www.dfking.com/enva.
Persons with questions regarding the tender offer should contact the dealer manager for the tender offer, Credit Suisse Securities (USA) LLC, by telephone at (800) 820-1653 (U.S. toll free) or (212) 538-2147 (call collect).
This press release does not constitute an offer to purchase, or a solicitation of an offer to sell, any security, nor shall there be any sale of any security in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Enova
Enova (NYSE: ENVA) is a leading provider of online financial services to non-prime consumers and small businesses, providing access to credit powered by its advanced analytics, innovative technology, and world-class online platform and services. Enova has provided more than 5 million customers around the globe with access to more than $20 billion in loans and financing. The financial technology company has a portfolio of trusted brands serving consumers, including CashNetUSA®, NetCredit®, On Stride Financial®, Pounds to Pocket®, QuickQuid® and Simplic®; two brands serving small businesses, Headway Capital® and The Business Backer®; and offers online lending platform services to lenders. Through its Enova Decisions™ brand, it also delivers on-demand decision-making technology and real-time predictive analytics services to clients. You can learn more about the company and its brands at www.enova.com.
Cautionary Information Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 about the business, financial
condition and prospects of Enova. These forward-looking statements give current expectations or forecasts of future events and reflect the views and assumptions of Enova’s senior management with respect to the business, financial condition and prospects of Enova as of the date of this release and are not guarantees of future performance. The actual results of Enova could differ materially from those indicated by such forward-looking statements because of various risks and uncertainties applicable to Enova’s business, including, without limitation, those risks and uncertainties indicated in Enova’s filings with the Securities and Exchange Commission (“SEC”), including its annual report on Form 10-K, quarterly reports on Forms 10-Q and current reports on Forms 8-K. These risks and uncertainties are beyond the ability of Enova to control, and, in many cases, Enova cannot predict all of the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. When used in this release, the words “believes,” “estimates,” “plans,” “expects,” “anticipates” and similar expressions or variations as they relate to Enova or its management are intended to identify forward-looking statements. Enova cautions you not to put undue reliance on these statements. Enova disclaims any intention or obligation to update or revise any forward-looking statements after the date of this release.
SOURCE Enova International, Inc.
For further information: IR@enova.com