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EX-99.1 - EXHIBIT 99.1 - Enova International, Inc.tv499390_ex99-1.htm

 

 

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):

July 23, 2018

 

 

 

ENOVA INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 1-35503 45-3190813
(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:

 

¨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))

     

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 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

On July 23, 2018, Enova International, Inc. (the “Company”) and several of its subsidiaries entered into a receivables funding (the “2018-1 Facility”) with Pacific Western Bank, as lender (the “Lender”). The 2018-1 Facility collateralizes unsecured consumer installment loans (“Receivables”) that have been and will be originated or acquired under the Company’s NetCredit brand by several of the Company’s subsidiaries and that meet specified eligibility criteria in exchange for a revolving note. Under the 2018-1 Facility, Receivables are sold to a wholly-owned special purpose subsidiary of the Company (the “Debtor”) and serviced by another subsidiary of the Company.

 

The Debtor has issued a revolving note with an initial maximum principal balance of $150.0 million, which is required to be secured by 1.25x of the drawn amount in eligible Receivables. The 2018-1 Facility is non-recourse to the Company and matures on July 22, 2023 (the “Final Maturity Date”).

 

The 2018-1 Facility is governed by a loan and security agreement, dated as of July 23, 2018, between the Lender and the Debtor. The 2018-1 Facility bears interest at a rate per annum equal to LIBOR (subject to a floor) plus an applicable margin, which rate per annum is initially 4.00%. In addition, the Debtor paid certain customary upfront closing fees to the Lender. Interest payments on the 2018-1 Facility will be made monthly. The Debtor shall be permitted to prepay the 2018-1 Facility, subject to certain fees and conditions. In the event of prepayment for the purposes of securitizations, no fees shall apply. Any remaining amounts outstanding will be payable no later than the Final Maturity Date.

 

All amounts due under the 2018-1 Facility are secured by all of the Debtor’s assets, which include the Receivables transferred to the Debtor, related rights under the Receivables, a bank account and certain other related collateral.

 

The 2018-1 Facility documents contain customary provisions for securitizations, including: representations and warranties as to the eligibility of the Receivables and other matters; indemnification for specified losses not including losses due to the inability of consumers to repay their loans; covenants regarding special purpose entity matters; and default and termination provisions which provide for the acceleration of the 2018-1 Facility in circumstances including, but not limited to, failure to make payments when due, servicer defaults, certain insolvency events, breaches of representations, warranties or covenants, failure to maintain the security interest in the receivables and defaults under other material indebtedness of the Debtor.

 

ITEM 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

On July 26, 2018, the Company issued a press release to announce its consolidated financial results for the three and six months ended June 30, 2018. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The press release includes non-GAAP financial measures as that term is defined in Regulation G. The press release also includes the most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States (“GAAP”), information reconciling the non-GAAP financial measures to the GAAP financial measures, and a discussion of the reasons why the Company’s management believes that presentation of the non-GAAP financial measures provides useful information to investors regarding the Company’s financial condition and results of operations. The non-GAAP financial information presented therein should be considered in addition to, not as a substitute for, or superior to, financial measures calculated and presented in accordance with GAAP.

 

ITEM 7.01REGULATION FD DISCLOSURE

 

See Item 2.02 Results of Operations and Financial Condition.

 

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

 

(d)Exhibits

 

The following exhibit is furnished as part of this Report on Form 8-K:

 

Exhibit No. Description
99.1 Enova International, Inc. press release dated July 26, 2018

 

 

 

 

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 26, 2018 By: /s/ Steven Cunningham  
    Steven Cunningham  
    Chief Financial Officer