ITEM 7.01 |
REGULATION FD DISCLOSURE |
The information in this Current Report on Form 8-K, including, without limitation, Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly provided by specific reference in such filing. Furthermore, this report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.
Proposed Private Notes Offering
Enova International, Inc. (the “Company”) is furnishing this report to provide information about a proposed private offering of $261,353,000 in aggregate principal amount of Series 2024-2 Fixed Rate Asset-Backed Notes (the “Offered Notes”) by its wholly-owned indirect subsidiary, OnDeck Asset Securitization IV, LLC (the “Issuer”), which will issue the Offered Notes. 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, which is a wholly-owned indirect subsidiary of the Company (“OnDeck”). The Offered Notes may be issued in one or more classes. 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. The Company will use the money it receives from the Issuer for general corporate purposes.
The exact terms and timing of the proposed offering will depend upon market conditions and other factors. 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.
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.
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.
Disclosure of Supplemental Information Relating to the Offered Notes
On September 17, 2024, the Company made and intends to make certain of its supplemental historic loan performance and other data (collectively, the “Supplemental Data”) available during informational meetings with qualified third parties that are potential purchasers of the Offered Notes. A copy of the Supplemental Data is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01.
By design, the Supplemental Data is different from, and not directly comparable to, the Company’s or OnDeck’s previously published loan performance information. The Supplemental Data includes information for a specific subset of OnDeck’s daily, weekly and monthly pay U.S. term loans, including both on-balance sheet loans and loans sold to investors, that: (i) have an original term of 24 months or less and (ii) a specified minimum loan yield (excluding origination fees) greater than or equal