UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
DATE
OF REPORT (Date of Earliest Event
Reported):
October
22, 2014
CASH
AMERICA INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Texas
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1-9733
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75-2018239
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(State
of incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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1600 West
7th Street
Fort
Worth, Texas 76102
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (817) 335-1100
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM 7.01. REGULATION FD DISCLOSURE
On October 22, 2014, Cash America International, Inc. (the “Company”)
issued a press release announcing that its Board of Directors has
approved the spin-off of its e-commerce segment, Enova International,
Inc. (“Enova”), into an independent and separate publicly traded
company. A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K.
ITEM 8.01. OTHER EVENTS
On October 22, 2014, the Company’s Board of Directors approved the
separation of Enova through a tax-free spin-off of approximately 80
percent of the outstanding shares of Enova to holders of the Company’s
common stock. The distribution is expected to occur at 12:01 a.m.,
Eastern Time, on November 13, 2014. The Company’s shareholders will
receive 0.915 shares of Enova common stock for every one share of
Company common stock held at the close of business on November 3, 2014,
which is the record date for the distribution. Fractional shares of
Enova common stock will not be distributed. Any fractional shares of
Enova common stock will be aggregated and sold in the open market, and
the aggregate net proceeds of the sales will be distributed ratably in
the form of cash payments to the Company’s shareholders of record who
would otherwise be entitled to receive a fractional share of Enova
common stock. The completion of the distribution is subject to the
satisfaction or waiver of a number of conditions, including the
Registration Statement on Form 10 for Enova common stock being declared
effective by the U.S. Securities and Exchange Commission (the “SEC”) and
certain other conditions described in the information statement included
in the Enova Registration Statement on Form 10 that has been filed with
the SEC.
Following the distribution of Enova common stock, Enova will be an
independent, publicly traded company. Enova has been approved to list
its shares of common stock on the New York Stock Exchange under the
symbol “ENVA.”
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
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Exhibits
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Exhibit No.
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Description
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99.1
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Cash America International, Inc. press release dated October 22, 2014
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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.
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CASH AMERICA INTERNATIONAL, INC.
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Date:
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October 22, 2014
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By:
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/s/ J. Curtis Linscott
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J. Curtis Linscott
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Executive Vice President,
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General Counsel & Secretary
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EXHIBIT INDEX
Exhibit No.
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Description
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99.1
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Cash America International, Inc. press release dated October 22,
2014
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Exhibit 99.1
Cash
America Announces That Its Board of Directors Has Approved the Spin-off
of Enova International, Inc.
FORT WORTH, Texas--(BUSINESS WIRE)--October 22, 2014--Cash America
International, Inc. (NYSE: CSH) announced today that its Board of
Directors has approved the spin-off of its E-Commerce Division (that
comprises its e-commerce segment), Enova International, Inc. (“Enova”),
into an independent and separate publicly traded company.
Cash America and Enova will be separated through the distribution of
approximately 80 percent of the outstanding shares of Enova to holders
of Cash America International, Inc. common stock. Subject to the
satisfaction of certain conditions to the spin-off, the distribution is
expected to occur at 12:01 am Eastern Time on November 13, 2014. Cash
America shareholders will receive 0.915 shares of Enova common stock for
every one share of Cash America common stock held at the close of
business on November 3, 2014, which is the record date for the
distribution. Fractional shares of Enova common stock will not be
distributed. Any fractional shares of Enova common stock will be
aggregated and sold in the open market and the aggregate net proceeds of
the sales will be distributed ratably in the form of cash payments to
Cash America shareholders of record who would otherwise be entitled to
receive a fractional share of Enova common stock. Following the
distribution of Enova common stock, shares of common stock will be
traded on the New York Stock Exchange under the symbol “ENVA.”
Enova is a leading provider of online financial services that uses
advanced technology and analytics to drive lending decisions. Since
2004, Enova has completed over 27 million transactions and collected
approximately 12 terabytes of consumer behavior data. In 2013, Enova
extended approximately $2.6 billion in credit to borrowers in the United
States, United Kingdom, Canada, and Australia.
Trading of Cash America and Enova Shares Prior to the Distribution
Date
In connection with the distribution, beginning on or shortly before the
record date and continuing up to the distribution date, Cash America
expects that there will be three trading markets:
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In the “regular way” market, shares of Cash America
common stock will trade with an entitlement to the Enova common shares
distributed on the distribution date under the symbol “CSH.” Holders
who sell Cash America common stock in the regular way market before
the distribution date will also sell their right to receive Enova
common shares.
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In the “ex-distribution” market, shares of Cash America common stock
will trade without the right to the Enova common shares distributed on
the distribution date under the symbol “CSH WI.” Holders who sell Cash
America common stock in the ex-distribution market before the
distribution date will retain their right to receive Enova common
shares in the distribution.
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In the “when-issued” market, the right to receive Enova common shares
distributed on the distribution date will trade under the symbol “ENVA
WI.” Holders who sell the right to Enova common shares in the
when-issued market before the distribution date will retain their
shares of Cash America common stock.
Cash America anticipates that “regular way” trading of Enova common
stock under the symbol “ENVA” will begin on November 13, 2014, the date
the distribution occurs.
Cash America shareholders are encouraged to consult their financial
advisors and tax advisors regarding the particular consequences of the
distribution in their situation, including, without limitation, the
specific implications of selling Cash America common stock on or prior
to the distribution date and the applicability and effect of any U.S.
federal, state, local and foreign tax laws.
Information About the Spin-off
The Enova spin-off has been structured to qualify as a tax-free
distribution to U.S. holders of Cash America common stock for U.S.
federal income tax purposes. Cash received in lieu of fractional shares
will, however, be taxable. Cash America has received a private letter
ruling from the Internal Revenue Service with respect to the treatment
of certain aspects of the spin-off. Based on the private letter ruling
and certain facts, assumptions, representations and undertakings made by
Cash America and Enova, Cash America has received an opinion of counsel
to the effect that for U.S. federal income tax purposes, the
distribution of Enova common stock and certain related transactions will
not be taxable to Cash America or U.S. holders of Cash America common
stock, except in respect to cash received in lieu of fractional share
interests which generally will be taxable to such holders as a capital
gain.
The completion of the distribution is subject to the satisfaction or
waiver of a number of conditions, including the Registration Statement
on Form 10 for Enova common stock being declared effective by the U.S.
Securities and Exchange Commission (the “SEC”) and certain other
conditions described in the information statement included in the Enova
Registration Statement on Form 10. Cash America expects all the
conditions to the distribution to be satisfied on or before the
distribution date. Enova’s Registration Statement on Form 10 is
available at the SEC's website at http://www.sec.gov. Prior to
the distribution, Cash America will mail or provide access to a copy of
the information statement filed as part of the registration statement to
all shareholders entitled to receive the distribution. The information
statement will provide details regarding the distribution and describe
Enova and its shares, including the risks of Enova’s business and owning
shares of Enova common stock. Cash America shareholders are encouraged
to read the information statement closely.
No action is required by Cash America shareholders in order to receive
shares of Enova common stock in the spin-off distribution. Cash America
shareholders entitled to receive the dividend will receive a book-entry
account statement reflecting their ownership of Enova common stock, or
their brokerage account will be credited for the shares.
Cash America will hold its quarterly conference call to discuss third
quarter 2014 results and the spin-off of Enova on Thursday, October 23,
2014, at 8:00 a.m. Eastern Time (7:00 a.m. Central Time). This call will
be webcast and may be accessed on the Investor Relations section of Cash
America’s website located at http://www.cashamerica.com.
About the Company
As of September 30, 2014, Cash America International, Inc. (the
“Company”) operated 948 total locations offering specialty financial
services to consumers, which included the following:
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863 lending locations in 21 states in the United States primarily
under the names “Cash America Pawn,” “SuperPawn,” “Cash America Payday
Advance,” and “Cashland;” and
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85 check cashing centers (all of which are unconsolidated franchised
check cashing centers) operating in 12 states in the United States
under the name “Mr. Payroll.”
Additionally, as of September 30, 2014, Enova offered consumer loans
over the Internet to customers:
For additional information regarding the Company and the services it
provides, visit the Company’s websites located at:
http://www.cashamerica.com
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http://www.dollarsdirect.com.au
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http://www.enova.com
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http://www.dollarsdirect.ca
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http://www.cashnetusa.com
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http://www.quickquidflexcredit.co.uk
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http://www.netcredit.com
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http://www.onstride.co.uk
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http://www.cashlandloans.com
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http://www.simplic.com.br
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http://www.quickquid.co.uk
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http://www.mrpayroll.com
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http://www.poundstopocket.co.uk
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http://www.youxinyi.cn
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http://www.headwaycapital.com
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Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995
This release contains forward-looking statements about the business,
financial condition, operations and prospects of the Company. The actual
results of the Company could differ materially from those indicated by
the forward-looking statements because of various risks and
uncertainties including, without limitation: the effect of, compliance
with or changes in domestic and foreign pawn, consumer credit, tax and
other laws and governmental rules and regulations applicable to the
Company's business or changes in the interpretation or enforcement
thereof; the regulatory and examination authority of the Consumer
Financial Protection Bureau in the U.S. and the Financial Conduct
Authority in the United Kingdom, including the effect of and compliance
with a consent order the Company entered into with the Consumer
Financial Protection Bureau in November 2013 and changes to the
Company’s UK business practices as a result of adapting the Company’s
business in response to the requirements of the Financial Conduct
Authority; changes in the political, regulatory or economic environment
in foreign countries where the Company operates or in the future may
operate; risks related to the potential separation of the Company’s
online lending business that comprises its e-commerce division, Enova
International, Inc.; the Company’s ability to process or collect
consumer loans through the Automated Clearing House system; the actions
of third parties who provide, acquire or offer products and services to,
from or for the Company; public and regulatory perception of the
Company’s business, including its consumer loan business and its
business practices; the effect of any current or future litigation
proceedings or any judicial decisions or rule-making that affect the
Company, its products or its arbitration agreements; fluctuations,
including a sustained decrease, in the price of gold or deterioration in
economic conditions; a prolonged interruption in the Company’s
operations of its facilities, systems and business functions, including
its information technology and other business systems; changes in demand
for the Company’s services and changes in competition; the Company’s
ability to maintain an allowance or liability for estimated losses on
consumer loans that are adequate to absorb credit losses; the Company’s
ability to attract and retain qualified executive officers; the ability
of the Company to open new locations in accordance with its plans or to
successfully integrate newly acquired businesses into the Company’s
operations; interest rate and foreign currency exchange rate
fluctuations; changes in the capital markets, including the debt and
equity markets; changes in the Company’s ability to satisfy its debt
obligations or to refinance existing debt obligations or obtain new
capital to finance growth; security breaches, cyber-attacks or
fraudulent activity; acts of God, war or terrorism, pandemics and other
events; the effect of any of such changes on the Company’s business or
the markets in which it operates; and other risks and uncertainties
indicated in the Company’s filings with the Securities and Exchange
Commission. These risks and uncertainties are beyond the ability of the
Company to control, nor can the Company predict, in many cases, 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 release, terms such as “believes,”
“estimates,” “should,” “could,” “would,” “plans,” “expects,”
“anticipates,” “may,” “forecasts,” “projects” and similar expressions
and variations as they relate to the Company or its management are
intended to identify forward-looking statements. The Company disclaims
any intention or obligation to update or revise any forward-looking
statements to reflect events or circumstances occurring after the date
of this release.
CONTACT:
Cash America International, Inc.
Thomas A. Bessant, Jr.,
817-335-1100
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