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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Enova International Inc | NYSE:ENVA | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.0006 | 0.00% | 81.9106 | 82.88 | 81.50 | 82.00 | 77,950 | 18:07:21 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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Registrant’s Telephone Number, Including Area Code:
(Former Name or Former Address, if Changed Since Last Report)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
ITEM 8.01 OTHER EVENTS
Notes Offering
On July 29, 2024, Enova International, Inc. (the “Company”) issued a press release regarding its proposed offering of up to $400 million in aggregate principal amount of senior notes due 2029 (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 and Consent Solicitation
On July 29, 2024, the Company issued a press release regarding the commencement of its cash tender offer (the “Tender Offer”) for any and all of the Company’s outstanding 8.500% Senior Notes due 2025 (the “2025 Notes”), subject to certain conditions, including the issuance and sale of the Notes. In conjunction with the Tender Offer, the Company is also soliciting consents (the “Consent Solicitation”) from the holders of the 2025 Notes for the adoption of proposed amendments, which would, among other things, (i) eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the indenture governing the 2025 Notes and (ii) reduce the minimum required notice period for the redemption of 2025 Notes from at least 30 days to at least two business days prior to the redemption date (maintaining the maximum notice period of not more than 60 days).
Concurrently with the commencement of the Tender Offer and the Consent Solicitation and conditioned upon the receipt of the net proceeds from the Company’s proposed offering of the Notes and the failure to receive the consent of at least a majority of the aggregate outstanding principal amount of the 2025 Notes (not including any 2025 Notes which are owned by the Company or any of its affiliates) to the Proposed Amendments (as defined in the Offer to Purchase and Consent Solicitation Statement, dated July 29, 2024 (as amended or supplemented from time to time, the “Offer to Purchase”)), the Company issued a conditional notice of redemption for any 2025 Notes that remain outstanding following the consummation or termination of the Tender Offer and the Consent Solicitation. Such redemption is being made in accordance with the terms of the indenture governing the 2025 Notes, which provides for a redemption price equal to 100.000% of the aggregate principal amount of the 2025 Notes, plus accrued and unpaid interest up to the date of redemption.
A copy of the press release announcing the Tender Offer and Consent Solicitation is attached hereto as Exhibit 99.2 and incorporated by reference herein.
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 2025 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:
Exhibit No. |
Description | |
99.1 | Enova International, Inc. press release dated July 29, 2024 | |
99.2 | Enova International, Inc. press release dated July 29, 2024 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
Enova International, Inc. | ||||||
Date: July 29, 2024 | By: | /s/ Sean Rahilly | ||||
Sean Rahilly General Counsel & Secretary |
Exhibit 99.1
ENOVA ANNOUNCES PRIVATE OFFERING OF $400.0 MILLION OF SENIOR NOTES DUE 2029
CHICAGO July 29, 2024/PRNewswire/ Enova International, Inc. (NYSE: ENVA) (Enova or the Company) today announced that it intends to offer, subject to market and other customary conditions, $400.0 million in aggregate principal amount of senior notes due 2029 (the Notes). The Notes will be guaranteed, jointly and severally, on a senior unsecured basis by Enovas existing and future domestic subsidiaries, subject to certain exceptions including for 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 for a concurrent tender offer for any and all of the Companys outstanding 8.500% Senior Notes due 2025 (the 2025 Notes) and consent solicitation and the redemption of any remaining 2025 Notes and to pay the related accrued interest, the fees and expenses related to the offering of the Notes and incurred in connection with the tender offer and consent solicitation and redemption of any remaining 2025 Notes, and for general corporate purposes. Enovas tender offer for, and the redemption of, any remaining 2025 Notes is conditioned upon the consummation of the offering of the Notes described above.
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 Statement Regarding Forward Looking Statements
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about the business, financial condition and prospects of the Company. These forward-looking statements give current expectations or forecasts of future events and reflect the views and assumptions of the Companys senior management with respect to the business, financial condition and prospects of the Company as of the date of this release and are not guarantees of future performance. The actual results of the Company could differ materially from those indicated by such forward-looking statements because of various risks and uncertainties applicable to the Companys business, including, without limitation, those risks and uncertainties indicated in the Companys 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 the Company to control, and, in many cases, the Company 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 the Company or its management are intended to identify forward-looking statements. The Company cautions you not to put undue reliance on these statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements after the date of this release.
For further information:
Public Relations Contact:
Erin Yeager
Email: media@enova.com
Investor Relations Contact:
Lindsay Savarese
Office: (212) 331-8417
Email: IR@enova.com
Cassidy Fuller
Office: (415) 217-4168
Email: IR@enova.com
Exhibit 99.2
Enova International, Inc. Announces Cash Tender Offer and Consent Solicitation
July 29, 2024
CHICAGO July 29, 2024 /PRNewswire/ Enova International, Inc. (NYSE: ENVA) (Enova or the Company) announced today that it has commenced a cash tender offer (the Tender Offer) for any and all of the outstanding U.S.$375,000,000 aggregate principal amount of its 8.500% Senior Notes due 2025 (the Notes).
In conjunction with the Tender Offer, the Company is also soliciting consents (the Consent Solicitation) from the holders of the Notes for the adoption of proposed amendments (the Proposed Amendments), which would, among other things, (i) eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the indenture governing the Notes and (ii) reduce the minimum required notice period for the redemption of Notes from at least 30 days to at least two business days prior to the redemption date (maintaining the maximum notice period of not more than 60 days).
The Tender Offer and the Consent Solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement, dated July 29, 2024 (as amended or supplemented from time to time, the Offer to Purchase).
Holders who tender Notes must also consent to the Proposed Amendments to the indenture governing the Notes. Holders of Notes may not deliver consents to the Proposed Amendments without validly tendering the Notes in the Tender Offer and may not revoke their consents without withdrawing the previously tendered Notes to which they relate. The Proposed Amendments will be set forth in a supplemental indenture relating to the Notes and are described in more detail in the Offer to Purchase. Adoption of the Proposed Amendments requires the delivery of consents by holders of Notes of a majority of the aggregate outstanding principal amount of Notes (not including any Notes which are owned by the Company or any of its affiliates) (the Required Consents).
Certain information regarding the Notes and the terms of the Tender Offer and the Consent Solicitation is summarized in the table below.
Description of Notes |
CUSIP/ISIN | Outstanding Principal Amount of Notes |
Tender Offer Consideration(1) + |
Early Tender Payment(2) = |
Total Consideration(3) |
|||||||||||||
8.500% Senior Notes due 2025 |
29357K AF0 and U29298 AC7/US29357KAF03 and USU29298AC74 |
U.S.$ | 375,000,000 | U.S.$ | 952.00 | U.S.$ | 50.00 | U.S.$ | 1,002.00 |
(1) | The amount to be paid for each U.S.$1,000 principal amount of Notes validly tendered (and not withdrawn) after the Early Tender Payment Deadline but at or prior to the Expiration Time and accepted for purchase, not including Accrued Interest (as defined below). |
(2) | The Early Tender Payment for Notes validly tendered (and not withdrawn) at or prior to the Early Tender Payment Deadline to be paid for each U.S.$1,000 principal amount of Notes validly tendered (and not withdrawn) at or prior to the Early Tender Payment Deadline and accepted for purchase. |
(3) | The total amount to be paid for each U.S.$1,000 principal amount of Notes validly tendered (and not withdrawn) at or prior to the Early Tender Payment Deadline and accepted for purchase. |
The deadline for holders to validly tender Notes and deliver consents and be eligible to receive payment of the Total Consideration (as defined below), which includes the Early Tender Payment (as defined below), will be 5:00 p.m. (New York City time), on August 9, 2024, unless extended or earlier terminated by the Company (such date and time, as the same may be modified, the Early Tender Payment Deadline). The Tender Offer will expire at 5:00 p.m. (New York City time), on August 26, 2024, unless extended or earlier terminated by the Company (such date and time, as the same may be modified, the Expiration Time). Notes tendered may be withdrawn and consents for the Proposed Amendments delivered may be revoked at any time prior to the execution of the supplemental indenture (the date and time of such execution and delivery, the Withdrawal Deadline), but not thereafter, unless required by applicable law.
The total consideration payable to Holders for each U.S.$1,000 principal amount of Notes validly tendered and purchased pursuant to the Tender Offer will be U.S.$1,002.00 (the Total Consideration). The Total Consideration includes an early tender payment of U.S. $50.00 per U.S. $1,000 principal amount of Notes (the Early Tender Payment) payable only to Holders who validly tender (and do not withdraw) their Notes at or prior to the Early Tender Payment Deadline. Holders who validly tender (and do not withdraw) their Notes after the Early Tender Payment Deadline but at or prior to the Expiration Time will be eligible to receive U.S.$952.00 per U.S.$1,000 principal amount of Notes (the Tender Offer Consideration), which amount will be equal to the Total Consideration less the Early Tender Payment. In addition, the Company will pay accrued and unpaid interest on the principal amount of Notes accepted for purchase from the most recent interest payment date on the Notes to, but not including, the applicable settlement date for the Notes accepted for purchase (Accrued Interest). Payment in cash of an amount equal to the Total Consideration, plus Accrued Interest, for such accepted Notes will be made on the early settlement date, which is expected to be within three business days following the Early Tender Payment Deadline, or as promptly as practicable thereafter.
The Companys obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain conditions, which are more fully described in the Offer to Purchase, including, among others, a financing condition as described in the Offer to Purchase. In addition, subject to applicable law, the Company reserves the right, in its sole discretion, to (i) extend, terminate or withdraw the Tender Offer and the Consent Solicitation at any time or (ii) otherwise amend the Tender Offer and/or the Consent Solicitation in any respect at any time and from time to time. The Company further reserves the right, in its sole discretion, not to accept any tenders of Notes with respect to the Notes. The Company is making the Tender Offer and the Consent Solicitation only in those jurisdictions where it is legal to do so.
Concurrently with the commencement of the Tender Offer and the Consent Solicitation and conditioned upon the receipt of the net proceeds from the Companys proposed offering of senior notes due 2029 and the failure to receive the Requisite Consents to the Proposed Amendments, the Company issued a conditional notice of redemption for any Notes that remain outstanding following the consummation or termination of the Tender Offer and the Consent Solicitation. Such redemption is being made in accordance with the terms of the indenture governing the Notes, which provides for a redemption price equal to 100.000% of the aggregate principal amount of the Notes, plus accrued and unpaid interest up to the date of redemption.
BMO Capital Markets Cop. is acting as dealer manager for the Tender Offer and as solicitation agent for the Consent Solicitation and can be contacted at +1 (212) 702-1840 (collect) or +1 (833) 418-0762 (toll-free) with questions regarding the Tender Offer and the Consent Solicitation.
Copies of the Offer to Purchase are available to holders of Notes from D.F. King & Co., Inc., the information agent and the tender agent for the Tender Offer and the Consent Solicitation. Requests for copies of the Offer to Purchase should be directed to D.F. King at (866) 521-4487 (toll free), (212) 269-5550 (collect) or enova@dfking.com.
Neither the Offer to Purchase nor any related documents have been filed with the U.S. Securities and Exchange Commission (SEC), nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.
The Tender Offer and the Consent Solicitation are being made solely on the terms and conditions set forth in the Offer to Purchase. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of the Company or any of its subsidiaries. The Tender Offer and the Consent Solicitation are not being made to, nor will the Company accept tenders of Notes or deliveries of consents from, holders in any jurisdiction in which the Tender Offer and the Consent Solicitation or the acceptance thereof would not be in compliance with the securities of blue sky laws of such jurisdiction. This press release also is not a solicitation of consents to the Proposed Amendments to the indenture governing the Notes. No recommendation is made as to whether holders should tender their Notes or deliver their consents with respect to the Notes. Holders should carefully read the Offer to Purchase because it contains important information, including the terms and conditions of the Tender Offer and the Consent Solicitation.
About Enova
Enova is a leading financial services company with powerful online lending that serves small businesses and consumers who are underserved by traditional banks. Through its world-class analytics and machine learning algorithms, Enova has provided more than 10.5 million customers with over $56 billion in loans and financing. You can learn more about the company and its portfolio of businesses at www.enova.com.
Important Notice Regarding Forward-Looking Statements
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about the business, financial condition and prospects of the Company. These forward-looking statements give current expectations or forecasts of future events and reflect the views and assumptions of the Companys senior management with respect to the business, financial condition and prospects of the Company as of the date of this report and are not guarantees of future performance. The actual results of the Company could differ materially from those indicated by such forward-looking statements because of various risks and uncertainties applicable to the Companys business, including, without limitation, those risks and uncertainties indicated in the Companys filings with the 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 the Company to control, and, in many cases, the Company 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 report, the words believes, estimates, plans, expects, anticipates and similar expressions or variations as they relate to the Company or its management are intended to identify forward-looking statements. The Company cautions you not to put undue reliance on these statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements after the date of this report.
DISCLAIMER
This press release must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which must be read carefully before any decision is made with respect to the Tender Offer and the Consent Solicitation. If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offers. None of the Company, the dealer manager and solicitation agent, the information and tender agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether holders of Notes should participate in the Tender Offer.
SOURCE Enova International, Inc.
For further information:
Public Relations Contact:
Erin Yeager
Email: media@enova.com
Investor Relations Contact:
Lindsay Savarese
Office: (212) 331-8417
Email: IR@enova.com
Cassidy Fuller
Office: (415) 217-4168
Email: IR@enova.com
Document and Entity Information |
Jul. 29, 2024 |
---|---|
Cover [Abstract] | |
Amendment Flag | false |
Entity Central Index Key | 0001529864 |
Document Type | 8-K |
Document Period End Date | Jul. 29, 2024 |
Entity Registrant Name | ENOVA INTERNATIONAL, INC. |
Entity Incorporation State Country Code | DE |
Entity File Number | 1-35503 |
Entity Tax Identification Number | 45-3190813 |
Entity Address, Address Line One | 175 West Jackson Boulevard |
Entity Address, City or Town | Chicago |
Entity Address, State or Province | IL |
Entity Address, Postal Zip Code | 60604 |
City Area Code | 312 |
Local Phone Number | 568-4200 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Common Stock, $.00001 par value per share |
Trading Symbol | ENVA |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
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