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withdrawn) pursuant to the Tender Offer and consents delivered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validly tendered (and not validly withdrawn) at or prior to the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.
