UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
Asset-Backed Securitization Facility
On July 27, 2023, OnDeck Asset Securitization IV, LLC (“ODAS IV”), a wholly-owned indirect subsidiary of Enova International, Inc. (the “Company”), issued $227.1 million initial principal amount of Fixed-Rate Asset Backed Notes (the “Series 2023-1 Notes”) in a securitization transaction (the “Series 2023-1 Transaction” and such series, the “2023-1 Series”). The Series 2023-1 Notes are the first series of notes ever issued by ODAS IV. On July 27, 2023, the proceeds of the Series 2023-1 Transaction were used to purchase small business loans from ODK Capital, LLC, which is a wholly-owned indirect subsidiary of the Company (“OnDeck”), that will be pledged as collateral for the Series 2023-1 Notes. OnDeck used substantially all the proceeds from the Series 2023-1 Transaction to, as applicable, purchase such small business loans from certain of its subsidiaries and for other general corporate purposes.
The Series 2023-1 Notes were issued in three classes, Class A, Class B and Class C, were rated by Kroll Bond Rating Agency, LLC on the issue date and were priced with a weighted average fixed interest coupon of 7.66% per annum. The Series 2023-1 Notes were issued pursuant to the Base Indenture dated as of July 27, 2023 (the “Base Indenture”), as supplemented by the Series 2023-1 Indenture Supplement, dated as of July 27, 2023 (the “Series 2023-1 Indenture Supplement” and together with the Base Indenture, the “Indenture”), by and between ODAS IV and Deutsche Bank Trust Company Americas, as Indenture Trustee. The Series 2023-1 Notes are, and future series of notes, if any, issued under the Base Indenture will be, secured by and payable from such series pro rata allocation of collections received on a revolving pool of small business loans transferred from time to time from OnDeck to ODAS IV. At the time of issuance of the Series 2023-1 Notes, the portfolio of loans held by ODAS IV and pledged to secure the Series 2023-1 Notes was approximately $250 million.
The following table summarizes certain aspects of the Series 2023-1 Transaction:
| Class A |
Class B |
Class C | ||||
| Initial Principal Amount |
$143,782,000 | $56,263,000 | $27,006,000 | |||
| Fixed Interest Rate |
7.00% per annum | 8.25% per annum | 9.93% per annum | |||
| Revolving Period (1) |
Ends July 2026 | Ends July 2026 | Ends July 2026 | |||
| Optional Prepayment |
Beginning August 2025 | Beginning August 2025 | Beginning August 2025 | |||
| Final Maturity |
August 2030 | August 2030 | August 2030 |
| (1) | The period during which a certain portion of collections received on the portfolio of loans held by ODAS IV may be used to continue to purchase loans from OnDeck. |
The Company’s ability to utilize the asset-backed securitization facility is subject to compliance with various requirements set forth in the documents governing the Series 2023-1 Transaction. Such requirements include:
Eligibility Criteria. In order for the Company’s loans to be eligible for purchase by ODAS IV, they must meet all applicable eligibility criteria. Eligibility criteria include, among others, that the applicable loan is denominated in U.S. dollars, that the customer under such loan had a certain minimum OnDeck Score at the time of underwriting, that such loan was originated in accordance with OnDeck’s underwriting policies and that such loan is a legal, valid and binding obligation of the obligor under such loan.
Concentration Limits. The ODAS IV collateral pool is subject to certain concentration limits that, if exceeded, could require ODAS IV to add or maintain additional collateral to maintain required collateral levels. Concentration limits in respect of the Series 2023-1 Transaction include, among others, geography, industry, minimum OnDeck Score, time in business, original term and outstanding principal balance.
The Company’s ability to utilize the asset-backed securitization facility is also subject to compliance with various covenants and other specified requirements set forth in the documents governing the Series 2023-1 Transaction. The failure to comply with such covenants and requirements may result in the accelerated repayment of amounts owed with respect to the Series 2023-1 Notes, often referred to as an amortization event, events of default under the Base Indenture and/or the termination of the facility. Such requirements include:
Portfolio Performance Covenants. Portfolio performance covenants include, among others, requirements that the pool not exceed certain delinquency rates and that the weighted average loan yield and the weighted average excess spread on the collateral pool not be less than stated minimum levels. Excess spread is generally the amount by which the collections received by ODAS IV and allocated to the 2023-1 Series on a pro rata basis during a collection period (primarily interest and recoveries) exceed the fees and expenses allocated to the 2023-1 Series during such collection period (including interest expense, servicing fees and charge-offs).
Other Requirements. Other requirements may include or relate to, among others, certain insolvency-related events, events constituting a servicer default, failure to make required payments or deposits, and events related to breaches of terms, representations, warranties or affirmative and restrictive covenants. Restrictive covenants, among other things, impose limitations or restrictions on ODAS IV’s ability to pay dividends, redeem its membership interests, or the ability of ODAS IV to incur additional indebtedness, make investments, engage in transactions with affiliates, sell assets, consolidate or merge, make changes in the nature of its business and create liens.
Following an amortization event with respect to the Series 2023-1 Notes, the collections on the collateral allocated to the 2023-1 Series are also applied to repay principal on the Series 2023-1 Notes. Following an event of default under the Base Indenture, the collections on collateral are also applied to repay principal on the Series 2023-1 Notes and other outstanding notes, if any, issued by ODAS IV.
OnDeck is acting as servicer with respect to the small business loans held by ODAS IV. If OnDeck defaults in its servicing obligations or fails to meet certain other covenants, an amortization event could occur and/or OnDeck could be replaced by a designated backup servicer or another replacement servicer.
The loans and other assets transferred by OnDeck to ODAS IV are owned by ODAS IV, are pledged to secure the payment of the notes issued by ODAS IV, are assets of ODAS IV and are not available to satisfy any of the Company’s obligations. Investors in the Series 2023-1 Transaction do not have direct recourse to the Company or OnDeck and the transaction is structured to be bankruptcy remote.
The Series 2023-1 Notes were not and 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 Series 2023-1 Notes were offered only to qualified institutional buyers under Rule 144A and to persons outside the United States pursuant to Regulation S under the Securities Act, and in either case, that are also a “qualified purchaser” within the meaning of the Investment Company Act. Credit ratings are opinions of the rating agency. They are not facts and are not opinions of the Company. They are not recommendations to purchase, sell or hold any securities and can be changed or withdrawn at any time.
The foregoing description of the Series 2023-1 Transaction does not purport to be complete and is qualified in its entirety by reference to the Indenture, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2023.
| ITEM 2.03 | CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT |
The information provided in Item 1.01 above is incorporated herein by reference.
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.
Date: July 27, 2023
| ENOVA INTERNATIONAL, INC. | ||
| By: | /s/ Sean Rahilly | |
| Sean Rahilly | ||
| General Counsel & Secretary | ||