Enova International, Inc. (NYSE:ENVA) signed a definitive agreement to acquire On Deck Capital, Inc. (NYSE:ONDK) for $89.6 million on July 28, 2020. As part of the transaction, Enova will acquire all outstanding shares of On Deck in a cash and stock transaction. Under the terms of the agreement, On Deck shareholders will receive $0.12 per share in cash and 0.092 shares of Enova common stock for each share of On Deck held. The transaction is valued at approximately $90 million, of which $8 million will be paid in cash. The implied offer per share for the transaction is $1.38 per share. Upon completion of the transaction, On Deck shareholders will own approximately 16.6% of the combined entity, with Enova shareholders will own approximately 83.4%. At closing, Enova will add the On Deck brand, products, and services to its existing portfolio of brands to create a combined company. As a result of the merger, On Deck will no longer be a publicly held company. Following the merger, On Deck common stock will be delisted from the New York Stock Exchange. In case of termination of the merger, On Deck Capital will be required to pay $2.8 million as termination fee to Enova.

David Fisher, Chief Executive Officer of Enova, will continue to lead the combined company. Noah Breslow, On Deck Chairman and Chief Executive Officer, will join the company as Vice Chairman and serve on the Enova management team. The transaction is subject to OnDeck shareholder approval and regulatory approvals, including approval under Hart-Scott-Rodino Act, common stock issuable as merger consideration being approved for listing on the New York Stock Exchange, the effectiveness of the registration statement on Form S- 4, the absence of a law or an injunction prohibiting the merger, the accuracy of the representations and warranties of the other party under the merger agreement (subject to the materiality standards set forth in the merger agreement), the performance by the other party of its respective obligations under the merger agreement in all material respects and delivery of an officer's certificate by the other party certifying satisfaction of the two preceding conditions. As of July 28, 2020, the transaction has been unanimously approved by the Boards of Directors of both companies. The Board of On Deck recommends the stockholders to vote for the merger proposal. On Deck will hold a special meeting of its stockholders on October 7, 2020 to vote on the merger proposal. As of September 8, 2020, the registration statement has been declared effective. The applicable waiting period under the HSR Act expired on September 10, 2020. On Deck Capital, Inc. shareholders at special meeting of stockholders on October 7, 2020 approved the transaction. The transaction is expected to close in 2020. As of September 8, 2020, the transaction is expected to close in fourth quarter of 2020. The transaction is expected to be accretive in the first year post-closing and is expected to generate earnings per share accretion of more than 40% when synergies are fully recognized by the end of 2022.

Evercore Partners Inc. is the banker for Enova. Andrea Lee and Russ Shoemaker Jr of Jefferies LLC acted as exclusive financial advisors to Enova, and Michael A. Nemeroff and Shelby E. Parnes of Vedder Price P.C. acted as its legal advisors. Tannon Krumpelman and Beau Kretzman of Evercore Group L.L.C acted as financial advisor and fairness opinion provider to On Deck and David Klein, Carlo Zenkner, Michael Krasnovsky, Stephanie Jeane, Ross Leff, Dean Shulman, Adam Kool, Seth Traxler and Shellie Freedman of Kirkland & Ellis LLP acted as its legal advisors. Innisfree M&A Incorporated acted as an information agent for On Deck for an estimated fee of approximately $0.02 million, for the services rendered. Computershare Trust Company, NA acted as transfer agent for On Deck. On Deck has paid Evercore retainer fees in the amount of approximately $750,000, and has agreed to pay Evercore additional fees for its services in the amount of approximately $3.25 million, of which $1 million was paid upon delivery of Evercore's opinion and the balance of which will be payable contingent upon the consummation of the merger, as well as an additional fee in an amount not to exceed $1 million, which is payable at On Deck's sole discretion.

Enova International, Inc. (NYSE:ENVA) completed the acquisition of On Deck Capital, Inc. (NYSE:ONDK) on October 13, 2020. On Deck Capital will continue as a surviving corporation and a wholly owned subsidiary of Enova International. Noah Breslow, Daniel S. Henson, Chandra Dhandapani, Bruce P. Nolop, Manolo Sánchez, Jane J. Thompson, Ronald F. Verni and Neil E. Wolfson, each resigned from the Board of Directors of On Deck Capital. David Fisher, Steven Cunningham and Sean Rahilly, who were the Directors became the Directors of On Deck Capital. David Schwartzbaum and Todd Mortensen of Covington & Burling acted as legal advisors to Evercore Group L.L.C.