CHICAGO, Aug. 12, 2024 /PRNewswire/ — Enova International, Inc. (NYSE: ENVA) (“Enova” or the “Company“) announced today the early tender results in connection with its previously announced 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“). The Company also announced receipt of the requisite consents in connection with its previously announced consent solicitation (the “Consent Solicitation“) from the holders of the Notes (the “Holders“) for the adoption of Proposed Amendments (as defined below).
The terms and conditions of the Tender Offer and the Consent Solicitation are described in the Offer to Purchase and Consent Solicitation Statement, dated July 29, 2024 (the “Offer to Purchase“) that was previously distributed to Holders.
The Company has been advised that as of 5:00 p.m. (New York City time) on August 9, 2024 (such date and time, the “Early Tender Payment Deadline“), $345,985,000 aggregate principal amount of the Notes, representing approximately 92.26% of the outstanding Notes, had been validly tendered (and not validly withdrawn) pursuant to the Tender Offer and consents delivered pursuant to the Consent Solicitation. The settlement date for Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Payment Deadline and accepted for purchase by the Company is expected to be August 12, 2024 (the “Early Settlement Date“).
The total consideration payable to Holders for each $1,000 principal amount of Notes validly tendered at or prior to the Early Tender Payment Deadline and purchased pursuant to the Tender Offer will be $1,002.00 (the “Total Consideration“), plus accrued and unpaid interest up to, but not including the Early Settlement Date. The Total Consideration includes an early tender payment of $50.00 per $1,000 principal amount of Notes (the “Early Tender Payment“), payable only to Holders who validly tender (and do not withdraw) their Notes and validly deliver (and do no revoke) the related consents to the Proposed Amendments at or prior to the Early Tender Payment Deadline.
Pursuant to the Consent Solicitation, the Company solicited consents (the “Consents“) from Holders to the proposed amendments (the “Proposed Amendments“) to the indenture pursuant to which the Notes were issued (the “Indenture“), 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). In order for the Proposed Amendments to be adopted, Consents must be received in respect 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 “Requisite Consents“). The Company has obtained the Requisite Consents and intends to execute a supplemental indenture (the “Supplemental Indenture“) to the Indenture, which will effectuate the Proposed Amendments. Any Notes not tendered and purchased pursuant to the Tender Offer will remain outstanding and will be subject to the terms of the Indenture, as amended by the Supplemental Indenture.
Holders who have not yet tendered their notes have until 5:00 p.m. (New York City time), on August 26, 2024, unless extended by the Company (such time and date, as the same may be modified, the “Expiration Time“) to tender their Notes pursuant to the Tender Offer. Holders of Notes who validly tender their Notes after the Early Tender Payment Deadline but at or prior the Expiration Time will not be entitled to receive the Early Tender Payment and will be entitled to receive only the Tender Offer Consideration, as described in the Offer to Purchase, plus accrued and unpaid interest up to, but not including, the Final Settlement Date (as defined in the Offer to Purchase).
The Company’s 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.
BMO Capital Markets Corp. 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 Company’s 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 Company’s business, including, without limitation, those risks and uncertainties indicated in the Company’s 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.
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
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SOURCE Enova International, Inc.
