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
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| 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) |
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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 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. ☐
| ITEM 7.01 | REGULATION FD DISCLOSURE |
On July 20, 2023, Enova International, Inc. (the “Company”) announced that a wholly-owned indirect subsidiary, OnDeck Asset Securitization IV, LLC (the “Issuer”), intends to offer, subject to market and other customary conditions, $227.1 million in initial principal amount of Series 2023-1 Fixed Rate Asset-Backed Notes (the “Offered Notes”) in a private securitization transaction. It is expected that Kroll Bond Rating Agency, LLC (“KBRA”), in satisfaction of one of the closing conditions, will rate the Offered Notes at closing, which, subject to customary closing conditions, is anticipated to occur on or about July 27, 2023. All of the Offered Notes have a legal final payment date in August 2030, and certain other details are reflected below:
| Class A | Class B | Class C | ||||
| Initial Principal Amount: |
$143,782,000 | $56,263,000 | $27,006,000 | |||
| Fixed Interest Rate (per annum): |
7.00% | 8.25% | 9.93% | |||
| Anticipated KBRA Rating: |
AAA(sf) | A– (sf) | BBB– (sf) |
Collateral for the Offered Notes will consist of, among other things, a revolving pool of small business loans originated or purchased by ODK Capital, LLC ( “OnDeck”), which is a wholly-owned indirect subsidiary of the Company. The Issuer will use the net proceeds of the proposed private offering to purchase small business loans from OnDeck that will be pledged as collateral for the Offered Notes and fund a reserve account. OnDeck will be the servicer of the loans securing the Offered Notes. The Issuer will be the sole obligor of the Offered Notes; the Offered Notes will not be obligations of, or guaranteed by, the Company or OnDeck. OnDeck will use the proceeds it receives from the Issuer for general corporate purposes.
The Offered Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from, or a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Offered Notes are being offered only to qualified institutional buyers under Rule 144A and to persons outside the United States pursuant to Regulation S under the Securities Act, and in either case, that are also a “qualified purchaser” within the meaning of the Investment Company Act.
This Current Report on Form 8-K is not an offer to sell, nor a solicitation of an offer to buy, any securities, nor shall there be any sale of these securities in any state or jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. Any offers of the securities will be made only by means of a private offering memorandum.
Cautionary Information Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and other legal authority. Forward-looking statements can be identified by words such as “proposed,” “will,” “enables,” “expects,” “allows,” “continues,” “believes,” “anticipates,” “estimates” or similar expressions. These include statements regarding the proposed private offering of the Offered Notes, the contemplated size of the proposed offering of the Offered Notes, possible completion of the proposed offering of the Offered Notes and the prospective impact of the proposed offering of the Offered Notes. Forward-looking statements are neither historical facts nor assurances of future performance. They are based only on our current beliefs, expectations and assumptions regarding the future of our business, anticipated events and trends, the economy and other future conditions. As such, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and in many cases outside our control. Therefore, you should not rely on any of these forward-looking statements. Our expected results may not be achieved, and actual results may differ materially from our expectations. There can be no assurance that the proposed offering of the Offered Notes will be completed as currently contemplated or at all. Factors that could cause or contribute to actual results differing from our forward-
looking statements include risks relating to: changes in the financial markets, including changes in credit markets, interest rates, securitization markets generally and our proposed private offering in particular, that can impact the willingness of investors to buy the Offered Notes and the prices and interest rates that investors may require; adverse developments regarding the Company, its business or the online or broader marketplace lending industry generally, which could impact demand for or pricing of the Offered Notes; and other risks, including those described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, and in other documents that we file with the SEC from time to time, which are or will be available on the SEC’s website at www.sec.gov. Except as required by law, we undertake no duty to update the information in 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.
Date: July 20, 2023
| ENOVA INTERNATIONAL, INC. | ||
| By: | /s/ Sean Rahilly | |
| Sean Rahilly | ||
| General Counsel & Secretary | ||
Document and Entity Information |
Jul. 20, 2023 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001529864 |
| Document Type | 8-K |
| Document Period End Date | Jul. 20, 2023 |
| 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, par value $0.00001 per share |
| Trading Symbol | ENVA |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |