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:
- 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.
- 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.
- 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 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:
- 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
- 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.”
- in 34 states in the United States at http://www.cashnetusa.com; http://www.netcredit.com; and http://www.headwaycapital.com;
- in the United Kingdom at http://www.quickquid.co.uk, http://www.quickquidflexcredit.co.uk, http://www.poundstopocket.co.uk, and http://www.onstride.co.uk;
- in Australia at http://www.dollarsdirect.com.au;
- in Canada at http://www.dollarsdirect.ca;
- in Brazil at http://www.simplic.com.br; and
- in China at http://www.youxinyi.cn.