| ITEM 2.01. | COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS |
On October 13, 2020 (the “Closing Date”), Enova International. Inc. (“Enova”) completed its previously announced acquisition of On Deck Capital, Inc. (“OnDeck”) pursuant to the Agreement and Plan of Merger dated as of July 28, 2020 by and among Enova, OnDeck and Energy Merger Sub, Inc., an indirect wholly owned subsidiary of Enova (“Merger Sub”), as amended (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into OnDeck, with OnDeck continuing as the surviving corporation and a wholly owned subsidiary of Enova (the “Merger”).
As of the effective time of the Merger (the “Effective Time”), each issued and outstanding share of OnDeck common stock (other than any shares of OnDeck common stock owned by OnDeck, Enova, Merger Sub or any other direct or indirect wholly owned subsidiary of Enova, or any shares of OnDeck common stock as to which appraisal rights have been properly exercised in accordance with Delaware law), was cancelled and converted into the right to receive (i) 0.092 of a share of common stock of Enova, (ii) $0.12 in cash (without interest) and (iii) cash (without interest) for any fractional shares of Enova common stock (such consideration in clauses (i) through (iii), collectively, the “Merger Consideration”). The aggregate transaction consideration was approximately $122 million in cash and shares of Enova common stock.
At the Effective Time, each outstanding OnDeck option to acquire shares of OnDeck common stock (each, an “Option”) with an exercise price less than Merger Consideration Cash Value (as defined in the Merger Agreement) converted into the right to receive an amount in cash as calculated per the terms of the Merger Agreement. Each outstanding Option with an exercise price equal to or greater than the Merger Consideration Cash Value (as defined in the Merger Agreement) was forfeited and cancelled without any consideration paid.
In addition, at the Effective Time, (i) each outstanding OnDeck award of restricted stock units held by an employee of OnDeck or any subsidiary of OnDeck, including certain awards of performance-vested units that remained subject only to service-vesting conditions, was assumed and converted automatically into a time-vesting restricted stock unit award that, subject to later vesting thereof, will be settled for a number of shares of Enova common stock as calculated per the terms of the Merger Agreement; (ii) each outstanding OnDeck award of restricted stock units held by OnDeck non-employee directors (each, a “Director RSU”) automatically became vested in full and converted into the right to receive the Merger Consideration with respect to each share of OnDeck common stock underlying the Director RSU; and (iii) each outstanding OnDeck award of performance-vesting restricted stock units for which performance was deemed to be, or determined by the OnDeck board of directors to be, at least threshold performance became vested based on the level of achievement deemed or determined and were converted into the right to receive shares of Enova common stock as calculated per the terms of the Merger Agreement.
With respect to each performance-vesting restricted unit payable in cash (each, a “Performance Unit Award”) for which threshold performance had not been achieved, as determined by the OnDeck board of directors, such Performance Unit Awards were, at the Effective Time, forfeited and cancelled without any consideration paid. To the extent achievement was determined to be at least threshold performance for any Performance Unit Award, such Performance Unit Award vested based on the level of performance achieved and was converted as of the Effective Time into the right to receive an amount in cash as calculated per the terms of the Merger Agreement, provided that, any Performance Unit Award granted in 2019, to the extent it remained outstanding immediately prior to the Effective Time, was assumed and converted into a time-vesting restricted cash unit award that, subject to later vesting or acceleration thereof, will be settled for an amount of cash as determined per the terms of the Merger Agreement.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, included as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
| ITEM 7.01. | REGULATION FD DISCLOSURE |
On October 13, 2020, Enova issued a press release announcing the consummation of the Merger. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
