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):
November
13, 2014
CASH
AMERICA INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Texas |
1-9733 |
75-2018239 |
(State of incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
1600 West
7th Street
Fort
Worth, Texas 76102
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (817) 335-1100
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:
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS
As previously announced, at 12:01 a.m. Eastern Time on November 13, 2014 Cash America International, Inc. (“Cash America”) completed the distribution of 80 percent of the outstanding shares of Enova International, Inc. (“Enova”) to Cash America’s shareholders in a tax-free distribution (the “Spin-off”). Cash America distributed to its shareholders 0.915 shares of Enova common stock for every one share of Cash America common stock held as of the close of business on November 3, 2014, which was the record date for the Spin-off. Fractional shares of Enova common stock were not distributed. Any fractional shares of Enova common stock were aggregated and sold in the open market, and the aggregate net proceeds of the sales were distributed ratably in the form of cash payments to Cash America’s shareholders of record who were otherwise entitled to receive a fractional share of Enova common stock. As a result of the Spin-off, Enova is now an independent public company, and its common stock is listed on the New York Stock Exchange under the ticker symbol “ENVA.” On November 13, 2014, Cash America issued a press release announcing the completion of the Spin-off. A copy of the press release is furnished herewith as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) |
Exhibits |
|
Exhibit No. |
Description |
|
99.1 | Cash America International, Inc. press release dated November 13, 2014 |
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This report contains forward-looking statements about the business, financial condition, operations and prospects of Cash America. The actual results of Cash America could differ materially from those indicated by the forward-looking statements because of various risks and uncertainties including, without limitation: the effect of, compliance with or changes in domestic pawn, consumer credit, tax and other laws and governmental rules and regulations applicable to Cash America's business or changes in the interpretation or enforcement thereof; the regulatory and examination authority of the Consumer Financial Protection Bureau, including the effect of and compliance with a consent order Cash America entered into with the Consumer Financial Protection Bureau in November 2013; risks related to the separation of Cash America and Enova; Cash America’s ability to process or collect consumer loans through the Automated Clearing House system; the actions of third parties who provide, acquire or offer products and services to, from or for Cash America; public and regulatory perception of Cash America’s business, including its consumer loan business and its business practices; the effect of any current or future litigation proceedings or any judicial decisions or rule-making that affect Cash America, its products or its arbitration agreements; fluctuations, including a sustained decrease, in the price of gold or deterioration in economic conditions; a prolonged interruption in Cash America’s operations of its facilities, systems and business functions, including its information technology and other business systems; changes in demand for Cash America’s services and changes in competition; Cash America’s ability to maintain an allowance or liability for estimated losses on consumer loans that are adequate to absorb credit losses; Cash America’s ability to attract and retain qualified executive officers; the ability of Cash America to open new locations in accordance with its plans or to successfully integrate newly acquired businesses into Cash America’s operations; interest rate fluctuations; changes in the capital markets, including the debt and equity markets; changes in Cash America’s ability to satisfy its debt obligations or to refinance existing debt obligations or obtain new capital to finance growth; security breaches, cyber-attacks or fraudulent activity; acts of God, war or terrorism, pandemics and other events; the effect of any of such changes on Cash America’s business or the markets in which it operates; and other risks and uncertainties indicated in Cash America’s filings with the Securities and Exchange Commission. These risks and uncertainties are beyond the ability of Cash America to control, nor can Cash America predict, in many cases, 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 report, terms such as “believes,” “estimates,” “should,” “could,” “would,” “plans,” “expects,” “anticipates,” “may,” “forecasts,” “projects” and similar expressions and variations as they relate to Cash America or its management are intended to identify forward-looking statements. Cash America disclaims any intention or obligation to update or revise any forward-looking statements to reflect events or circumstances occurring after the date of this report.
SIGNATURES
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.
CASH AMERICA INTERNATIONAL, INC. |
|||
|
|||
Date: |
November 13, 2014 |
By: |
/s/ J. Curtis Linscott |
|
J. Curtis Linscott |
||
|
Executive Vice President, |
||
|
General Counsel & Secretary |
EXHIBIT INDEX
Exhibit No. |
Description |
99.1 |
Cash America International, Inc. press release dated November 13, 2014 |
Exhibit 99.1
Cash America Announces Completion of Spin-off of Online Business, Enova, into Separate Public Company and Retains Legacy Storefront Business
FORT WORTH, Texas--(BUSINESS WIRE)--November 13, 2014--Cash America International, Inc. (NYSE: CSH) (“Cash America”) announced the successful completion of the spin-off of Enova International, Inc. (“Enova”), which will begin “regular way” trading today on the New York Stock Exchange (“NYSE”) under the ticker symbol “ENVA.” Cash America’s board of directors began evaluating strategic alternatives for the possible separation of Enova in the spring of 2014, and in July it announced its intent to pursue the spin-off of Enova into a separate public company. The separation creates two companies oriented to serving the capital needs of consumers through distinctively different business models; one through a traditional storefront network and the other solely through the internet.
Daniel R. Feehan, Chief Executive Officer and President of Cash America, said, “Today we completed the strategic separation of two businesses in a way that we believe will deliver superior long-term value to the shareholders of Cash America. We acquired the business that is today known as Enova in 2006 when it was a small online lender offering a single product reporting nominal profits. Today, Enova is an innovative diversified online business with over $800 million in revenue, based on the trailing twelve months results ended September 30, 2014. Through the use of advanced analytics and product development, Enova now offers a wide variety of loan products in five foreign countries and the United States.”
Mr. Feehan continued, “The foundation for the success of Enova was generated through our appreciation for the need for small short-term loans, which started with our traditional legacy storefront business based in the U.S. known as Cash America Pawn. From the end of 2006, the year Cash America acquired Enova, through September of this year, the storefront secured lending business has grown from 487 locations to 948 locations and more than doubled its pawn loan balance outstanding from $127 million to $264 million and remains the largest pawn loan company in the United States in terms of loans outstanding. With a proud history of successfully meeting the needs of its customers in a storefront environment, Cash America will continue to be a leader in its industry and set the standard for others to follow.”
At 12:01 a.m. Eastern Time today, each holder of Cash America common stock received shares of Enova common stock at a rate of 0.915 shares for each Cash America share owned as of November 3, 2014, which was the record date for distribution. The distribution was issued in book entry form only and no physical certificates were issued. Fractional shares of Enova were not distributed, and Cash America shareholders will receive cash in lieu of any fractional shares they would otherwise have been entitled to receive in the distribution. Today’s distribution of Enova qualifies as a tax-free distribution to shareholders of Cash America.
Cash America's common stock will continue to trade on the NYSE under the ticker symbol “CSH.”
Cash America and Enova now operate as two independent companies. Cash America retains ownership of 20% of Enova following today’s distribution.
About Cash America
As of September 30, 2014 Cash America International, Inc. (the “Company”) operated 948 total locations offering specialty financial services to consumers, which included the following:
For additional information regarding Cash America International, Inc. visit its website located at www.cashamerica.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This release contains forward-looking statements about the business, financial condition, operations and prospects of the Company. The actual results of the Company could differ materially from those indicated by the forward-looking statements because of various risks and uncertainties including, without limitation: the effect of, compliance with or changes in domestic pawn, consumer credit, tax and other laws and governmental rules and regulations applicable to the Company's business or changes in the interpretation or enforcement thereof; the regulatory and examination authority of the Consumer Financial Protection Bureau, including the effect of and compliance with a consent order the Company entered into with the Consumer Financial Protection Bureau in November 2013; risks related to the separation of the Company and Enova; the Company’s ability to process or collect consumer loans through the Automated Clearing House system; the actions of third parties who provide, acquire or offer products and services to, from or for the Company; public and regulatory perception of the Company’s business, including its consumer loan business and its business practices; the effect of any current or future litigation proceedings or any judicial decisions or rule-making that affect the Company, its products or its arbitration agreements; fluctuations, including a sustained decrease, in the price of gold or deterioration in economic conditions; a prolonged interruption in the Company’s operations of its facilities, systems and business functions, including its information technology and other business systems; changes in demand for the Company’s services and changes in competition; the Company’s ability to maintain an allowance or liability for estimated losses on consumer loans that are adequate to absorb credit losses; the Company’s ability to attract and retain qualified executive officers; the ability of the Company to open new locations in accordance with its plans or to successfully integrate newly acquired businesses into the Company’s operations; interest rate fluctuations; changes in the capital markets, including the debt and equity markets; changes in the Company’s ability to satisfy its debt obligations or to refinance existing debt obligations or obtain new capital to finance growth; security breaches, cyber-attacks or fraudulent activity; acts of God, war or terrorism, pandemics and other events; the effect of any of such changes on the Company’s business or the markets in which it operates; and other risks and uncertainties indicated in the Company’s filings with the Securities and Exchange Commission. These risks and uncertainties are beyond the ability of the Company to control, nor can the Company predict, in many cases, 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, terms such as “believes,” “estimates,” “should,” “could,” “would,” “plans,” “expects,” “anticipates,” “may,” “forecasts,” “projects” and similar expressions and variations as they relate to the Company or its management are intended to identify forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements to reflect events or circumstances occurring after the date of this release.
CONTACT:
Cash America International, Inc.
Thomas A. Bessant, Jr.,
817-335-1100