ENOVA INTERNATIONAL, INC. (NYSE:ENVA) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Issuance of Senior Notes due 2024

On September1, 2017 (the “Closing Date”), Enova International, Inc. (the “Company”) issued $250,000,000 of its 8.500% Senior Notes due 2024 (the “Notes”). The offering and sale of the Notes were made only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or, outside the United States, to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. The Notes were issued under an indenture (the “Indenture”), dated as of September1, 2017, by and among the Company, each of the guarantors party thereto and Computershare Trust Company, N.A., as trustee (the “Trustee”).

The Company intends to use the net proceeds from the offering of the Notes to retire a portion of its outstanding 9.750% Senior Notes due 2021 (the “2021 Notes”), to pay the related accrued interest, premiums, fees and expenses associated therewith and for general corporate purposes, which may include working capital and future repurchases of its outstanding debt securities. Such debt repurchases may be made by the Company from time to time through one or more redemptions, privately negotiated or open market purchases or any combination thereof.

Notes Indenture

Interest and Maturity

The Notes will accrue interest at a rate of 8.500%per annum, payable in cash semi-annually, in arrears, on March1 and September1 of each year, beginning on March1, 2018. The Notes will mature on September1, 2024.

Guarantees, Security and Ranking

The Notes are guaranteed on a senior unsecured basis by certain of the Company’s domestic subsidiaries (the “Guarantors”). The Notes are the Company’s and the Guarantors’ senior unsecured obligations. The Notes and the guarantees rank equally in right of payment with all of the Company’s and the Guarantors’ senior unsecured debt. The Notes and the guarantees rank effectively junior to all of the Company’s and the Guarantors’ secured obligations to the extent of the value of the collateral securing such obligations. The Notes and the guarantees rank senior in right of payment to any of the Company’s and the Guarantors’ future indebtedness that is expressly subordinated to the Notes or the guarantees. The Notes and the guarantees rank structurally junior to all debt and other liabilities of the Company’s subsidiaries that are not Guarantors of the Notes.

Redemption

The Company may redeem some or all of the Notes on or after September1, 2020 at the redemption prices set forth in the Indenture plus accrued and unpaid interest, if any, to the date of redemption. Prior to September1, 2020, the Company may redeem up to 40% of the aggregate principal amount of the Notes at a redemption price equal to 108.500%, together with accrued and unpaid interest to the date of redemption, with the net cash proceeds of certain equity offerings. In addition, the Company may, at its option, redeem some or all of the Notes prior to September1, 2020, by paying a make-whole premium, plus accrued and unpaid interest to the date of redemption. If the Company experiences certain change of control events, holders of the Notes may require it to repurchase all or part of their Notes at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date.

Restrictive Covenants

The Indenture contains restrictive covenants that limit the ability of the Company and the Company’s restricted subsidiaries to, among other things: (i) incur additional debt or issue preferred stock; (ii) create liens; (iii) create restrictions on the Company’s subsidiaries’ ability to make payments to the Company; (iv) pay dividends and make other distributions in respect of the Company’s and its restricted subsidiaries’ capital stock; (v) redeem or repurchase the Company’s capital stock or prepay subordinated indebtedness; (vi) make certain investments or certain other restricted payments; (vii) guarantee indebtedness; (viii) designate unrestricted subsidiaries; (ix) sell certain kinds of assets; (x) enter into certain types of transactions with affiliates and (xi) effect mergers or consolidations. These covenants are subject to important exceptions and qualifications set forth in the Indenture.

Events of Default

The Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment of principal, premium, if any, and interest, when due, breach of covenants in the Indenture,

payment defaults or acceleration of other indebtedness, a failure to pay certain judgments and certain events of bankruptcy and insolvency. If an event of default occurs and is continuing, the Trustee or holders of at least 25% in principal amount of the then outstanding Notes may declare the principal, accrued and unpaid interest, if any, on all the Notes to be due and payable. These events of default are subject to a number of important qualifications, limitations and exceptions that are described in the Indenture.

The Notes and the related guarantees have not been and will not be 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 registration requirements of the Securities Act and applicable state securities or blue sky laws and foreign securities laws.

The foregoing description of the Indenture and the Notes are qualified in their entirety by reference to the complete text of the agreements filed as Exhibit 4.1 hereto, and are incorporated by reference herein.

Supplemental Indenture

On September1, 2017, the Company entered into the Fourth Supplemental Indenture (the “Supplemental Indenture”) with the Computershare Trust Company, N.A. and Computershare Trust Company of Canada (as successor trustees to U.S. Bank National Association, together, the “Successor Trustee”) and CNU of Iowa, LLC (the “New Guarantor”), supplementing the Indenture, dated as of May30, 2014, by and among the Company, the guarantors party thereto and the Successor Trustee governing the 2021 Notes. to the Supplemental Indenture, the New Guarantor became a guarantor of the Company’s obligations under the 2021 Notes.

The foregoing description of the Supplemental Indenture is qualified in its entirety by reference to the complete text of the agreement filed as Exhibit 4.2 hereto, and is incorporated by reference herein.

ITEM 2.03CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

ITEM 8.01OTHER EVENTS

As previously announced, the Company issued a conditional notice of redemption (the “Redemption Notice”) to redeem $155.0 million in aggregate principal amount of the 2021 Notes. The Redemption Notice was conditioned on the Company receiving proceeds from one or more new financing transactions sufficient, in the Company’s sole discretion, to pay the redemption price of the 2021 Notes 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 of September14, 2017 (the “Condition”). The completion of the issuance and sale of the Notes has satisfied the Condition.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)Exhibits

The following exhibits are furnished as part of this Report on Form 8-K:

Enova International, Inc. Exhibit
EX-4.1 2 enva-ex41_7.htm EX-4.1 enva-ex41_7.htm   Exhibit 4.1   ENOVA INTERNATIONAL,…
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About ENOVA INTERNATIONAL, INC. (NYSE:ENVA)

Enova International, Inc (Enova) is a provider of online financial services to non-prime consumers and small businesses, providing access to credit powered by its advanced analytics, technology, and online platform and services. Enova has provided over four million customers around the globe access to more than $17 billion in loans and financing. The financial technology company has a portfolio of trusted brands serving consumers, including CashNetUSA, DollarsDirect, 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.

ENOVA INTERNATIONAL, INC. (NYSE:ENVA) Recent Trading Information

ENOVA INTERNATIONAL, INC. (NYSE:ENVA) closed its last trading session down -0.50 at 11.95 with 263,239 shares trading hands.