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As Of Filer Filing For·On·As Docs:Size Issuer Agent 10/02/14 Enova International, Inc. 10-12B/A 13:5.1M RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: 10-12B/A Amendment No. 2 to Form 10 HTML 35K 2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 28K 3: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 95K 4: EX-4.1 Instrument Defining the Rights of Security Holders HTML 15K 5: EX-4.4 Instrument Defining the Rights of Security Holders HTML 15K 6: EX-10.1 Material Contract HTML 69K 9: EX-10.11 Material Contract HTML 360K 10: EX-10.12 Material Contract HTML 52K 11: EX-10.13 Material Contract HTML 42K 12: EX-10.14 Material Contract HTML 15K 7: EX-10.2 Material Contract HTML 172K 8: EX-10.4 Material Contract HTML 88K 13: EX-99.1 Miscellaneous Exhibit HTML 2.43M
| Amendment No. 2 to Form 10 |
As filed with the Securities and Exchange Commission on October 2, 2014
File No. 001-35503
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934
ENOVA INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 45-3190813 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 200 West Jackson Boulevard Chicago, Illinois |
60606 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(312) 568-4200
(Telephone Number, Including Area Code)
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class to be registered |
Name of exchange on which each class is to be registered | |
| Common Stock, par value $0.00001 per share | New York Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Certain information required to be included herein is incorporated by reference to the specifically identified portions of the information statement filed herewith as Exhibit 99.1. None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.
| Item 1. | Business. |
The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary,” “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” “The Separation and the Distribution,” “Business,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Certain Relationships and Related-Party Transactions” and “Where You Can Find More Information.” Those sections are incorporated herein by reference.
| Item 1A. | Risk Factors. |
The information required by this item is contained under the sections of the information statement entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” Those sections are incorporated herein by reference.
| Item 2. | Financial Information. |
The information required by this item is contained under the sections of the information statement entitled “Capitalization,” “Unaudited Pro Forma Consolidated Financial Statements,” “Selected Historical Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Index to Financial Statements” and the financial statements referenced therein. Those sections are incorporated herein by reference.
| Item 3. | Properties. |
The information required by this item is contained under the section of the information statement entitled “Business.” This section is incorporated herein by reference.
| Item 4. | Security Ownership of Certain Beneficial Owners and Management. |
The information required by this item is contained under the section of the information statement entitled “Security Ownership of Certain Beneficial Owners and Management.” This section is incorporated herein by reference.
| Item 5. | Directors and Executive Officers. |
The information required by this item is contained under the section of the information statement entitled “Corporate Governance and Management.” This section is incorporated herein by reference.
| Item 6. | Executive Compensation. |
The information required by this item is contained under the sections of the information statement entitled “Corporate Governance and Management—Director Compensation,” “Corporate Governance and Management—Compensation Committee Interlocks and Insider Participation,” “Executive Compensation” and “Compensation Discussion and Analysis.” Those sections are incorporated herein by reference.
2
| Item 7. | Certain Relationships and Related Transactions, and Director Independence. |
The information required by this item is contained under the sections of the information statement entitled “Certain Relationships and Related-Party Transactions” and “Corporate Governance and Management.” Those sections are incorporated herein by reference.
| Item 8. | Legal Proceedings. |
The information required by this item is contained under the section of the information statement entitled “Regulation and Legal Proceedings—Legal Proceedings.” This section is incorporated herein by reference.
| Item 9. | Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters. |
The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary,” “The Separation and the Distribution,” “Dividend Policy,” “Capitalization” and “Description of Capital Stock.” Those sections are incorporated herein by reference.
| Item 10. | Recent Sales of Unregistered Securities. |
The information required by this item is contained under the section of the information statement entitled “Recent Sales of Unregistered Securities.” This section is incorporated herein by reference.
| Item 11. | Description of Registrant’s Securities to be Registered. |
The information required by this item is contained under the sections of the information statement entitled “Dividend Policy” and “Description of Capital Stock.” Those sections are incorporated herein by reference.
| Item 12. | Indemnification of Directors and Officers. |
The information required by this item is contained under the section of the information statement entitled “Description of Capital Stock—Limitation on Liability of Directors, Indemnification of Directors and Officers, and Insurance.” This section is incorporated herein by reference.
| Item 13. | Financial Statements and Supplementary Data. |
The information required by this item is contained under the sections of the information statement entitled “Unaudited Pro Forma Consolidated Financial Statements” and “Index to Financial Statements” and the financial statements referenced therein. Those sections are incorporated herein by reference.
| Item 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
None.
| Item 15. | Financial Statements and Exhibits. |
| (a) | Financial Statements |
The information required by this item is contained under the section of the information statement entitled “Index to Financial Statements” and the financial statements referenced therein. That section is incorporated herein by reference.
3
| (b) | Exhibits |
The following documents are filed as exhibits to this Registration Statement:
| Exhibit |
Exhibit Description | |
| 2.1 | Form of Separation and Distribution Agreement between Cash America International, Inc. and Enova International, Inc.^† | |
| 3.1 | Form of Enova International, Inc. Amended and Restated Certificate of Incorporation | |
| 3.2 | Form of Enova International, Inc. Amended and Restated Bylaws | |
| 4.1 | Specimen common stock certificate | |
| 4.2 | Form of Stockholder’s and Registration Rights Agreement between Cash America International, Inc. and Enova International, Inc.^ | |
| 4.3 | Indenture, dated May 30, 2014, between Enova International, Inc., the U.S. subsidiaries of Enova International, Inc., as guarantors, and U.S. Bank National Association, as trustee^ | |
| 4.4 | First Supplemental Indenture, dated as of October 1, 2014, between Enova International, Inc., NC Financial Solutions of Louisiana, LLC, NC Financial Solutions of Montana, LLC, and NC Financial Solutions of Rhode Island, LLC, each, as subsidiary guarantor, and U.S. Bank National Association, as trustee | |
| 10.1 | Form of Transition Services Agreement between Cash America International, Inc. and Enova International, Inc. | |
| 10.2 | Form of Tax Matters Agreement between Cash America International, Inc. and Enova International, Inc. | |
| 10.3 | Form of Software Lease and Maintenance Agreement between Cash America International, Inc. and Enova International, Inc.* | |
4
| 10.4 | Form of Enova International, Inc. 2014 Long-Term Incentive Plan | |
| 10.5 | Enova International, Inc. Supplemental Executive Retirement Plan^ | |
| 10.6 | Enova International, Inc. Nonqualified Savings Plan^ | |
| 10.7 | Continued Employment and Separation Agreement between Enova Financial Holdings, LLC, a subsidiary of the Company, and Timothy S. Ho dated January 29, 2013^ | |
| 10.8 | Letter Agreement by and among Springleaf Holdings, Inc., Timothy S. Ho and Enova Financial Holdings, LLC dated January 7, 2014^ | |
| 10.9 | Registration Rights Agreement, dated May 30, 2014, between Enova International, Inc., the U.S. subsidiaries of Enova International, Inc., and Jefferies LLC^ | |
| 10.10 | Credit Agreement, dated as of May 14, 2014, by and among Enova International, Inc., as borrower, the U.S. subsidiaries of Enova International, Inc., as guarantors, Jefferies Finance LLC, as administrative agent, and Jefferies Group LLC, as lender^ | |
| 10.11 |
Lease Agreement, dated July 25, 2014, between 175 Jackson L.L.C. and Enova International, Inc.# | |
| 10.12 | Form of Enova International, Inc. Severance Pay Plan for Executives | |
| 10.13 | Form of Enova International, Inc. Senior Executive Bonus Plan | |
| 10.14 | Summary of 2014 Terms and Conditions of the Enova International, Inc. Short-Term Incentive Plan | |
| 21.1 | Subsidiaries of Enova International, Inc.^ | |
| 99.1 | Information Statement of Enova International, Inc., preliminary and subject to completion | |
| * | To be filed by amendment. |
| † | Schedules and exhibits thereto omitted. A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission supplementally upon request. |
| ^ | Previously filed. |
| # | Pursuant to 17 CFR 240.24b-2, portions of this exhibit have been omitted and have been filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. |
5
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| ENOVA INTERNATIONAL, INC. | ||
| By: | /s/ David Fisher | |
| Name: David Fisher | ||
| Title: President and Chief Executive Officer | ||
Date: October 2, 2014
6
| This ‘10-12B/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 10/2/14 | None on these Dates | ||
| 10/1/14 | ||||
| 7/25/14 | ||||
| 5/30/14 | ||||
| 5/14/14 | ||||
| 1/7/14 | ||||
| 1/29/13 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/23/24 Enova International, Inc. 10-K 12/31/23 113:21M Donnelley … Solutions/FA 2/24/23 Enova International, Inc. 10-K 12/31/22 118:27M Donnelley … Solutions/FA 5/17/22 Enova International, Inc. S-8 5/17/22 5:107K ActiveDisclosure/FA 2/28/22 Enova International, Inc. 10-K 12/31/21 119:26M Donnelley … Solutions/FA 2/26/21 Enova International, Inc. 10-K 12/31/20 124:26M ActiveDisclosure/FA |