ITEM 1.01
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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On October 20, 2017 (the “Closing Date”), Enova
International, Inc. (“Enova”) and several of its subsidiaries amended and restated the receivables securitization (the
“Amended Facility”) that initially closed on January 15, 2016. The counterparties to the Amended Facility included
certain purchasers, Jefferies Funding LLC, as administrative agent (the “Administrative Agent”) and Bankers Trust Company,
as indenture trustee and securities intermediary (the “Indenture Trustee”). The Amended Facility relates to unsecured
consumer installment loans (“Receivables”) that have been and will be originated or acquired under Enova’s NetCredit
brand by several Enova subsidiaries (the “Originators”) and that meet specified eligibility criteria. Under the Amended
Facility, additional Receivables may be sold to a wholly-owned special purpose subsidiary of Enova (the “Issuer”) and
serviced by another subsidiary of Enova. As of the Closing Date, the Issuer owned eligible Receivables with an outstanding principal
balance equal to $226.4 million.
In connection with the amendment and restatement, all of the
outstanding notes issued by the Issuer prior to the Closing Date were redeemed and the Issuer issued an initial term note with
an initial principal amount of $181.1 million (the “Initial Term Note”) and variable funding notes (the “Variable
Funding Notes”) with an aggregate committed availability of $75 million per quarter with an option to increase the commitment
to $90 million with the consent of the holders of the Variable Funding Notes. As described below, the Issuer will subsequently
issue term notes (the “Term Notes” and, together with the Initial Term Note and the Variable Funding Notes, the “Notes”)
at the end of each calendar quarter. The maximum principal amount of Notes that may be outstanding at any time under the Amended
Facility is $275 million.
On each of January 2, 2018, April 2, 2018, July 2, 2018, October
1, 2018, December 31, 2018 and April 1, 2018, the Receivables financed under the Variable Funding Notes will be allocated to a
Term Note, which Term Note will be issued to the holders of the Variable Funding Notes and the Variable Funding Note on such date
will be reduced to zero. The Notes are non-recourse to Enova and mature at various dates, the latest of which will be April 15,
2021 (the “Final Maturity Date”).
The Notes are issued pursuant to an amended and restated indenture,
dated as of the Closing Date, between the Issuer and the Indenture Trustee. The Notes bear interest at a rate per annum equal to
One-Month LIBOR (subject to a floor) plus 7.50%. In addition, the Issuer paid certain customary upfront closing fees to the Administrative
Agent and will pay customary annual commitment and other fees to the purchasers under the Amended Facility. Subject to certain
exceptions, the Issuer is not permitted to prepay or redeem any outstanding Notes prior to April 15, 2019 except for a one-time
prepayment of Notes related to a removal of Receivables in an amount no greater than $100 million. Following such date, the Issuer
is permitted to voluntarily prepay any outstanding Notes, subject to an optional redemption premium. Interest and principal payments
on outstanding Notes will be made monthly. Any remaining amounts outstanding will be payable no later than the Final Maturity Date.
All amounts due under the Notes are secured by all of the Issuer’s
assets, which include the Receivables transferred to the Issuer, related rights under the Receivables, specified bank accounts
and certain other related collateral.
The Amended Facility documents contain customary provisions
for securitizations, including: representations and warranties as to the eligibility of the Receivables and other matters; indemnification
for specified losses not including losses due to the inability of consumers to repay their loans; covenants regarding special purpose
entity matters and other subjects; and default and termination provisions which provide for the acceleration of the Notes under
the Amended Facility in circumstances including, but not limited to, failure to make payments when due, servicer defaults, certain
insolvency events, breaches of representations, warranties or covenants, failure to maintain the security interest in the receivables,
and defaults under other material indebtedness.
On October 26, 2017, the Issuer and the Indenture Trustee amended
the Amended Facility to permit a holder of a Term Note or the Initial Term Note to exchange its Notes for Notes with an alternative
structure with terms not materially different to the Issuer than the exchanged Term Notes or Initial Term Notes.