OppFi and Enova Bank Deals Put Lending Economics Under Scrutiny

Two FinTech-bank acquisitions valued at a combined $499 million when announced have turned state interest-rate caps into an M&A issue, with substantial projected deal benefits sitting alongside a challenge from 20 state attorneys general.

The attorneys general asked the Federal Reserve, Office of the Comptroller of the Currency and Federal Deposit Insurance Corp. in a letter to deny banking privileges to companies they contend use bank partnerships to circumvent state interest-rate limits. The letter specifically identifies OppFi’s approximately $130 million acquisition of BNCCORP and BNC National Bank and Enova International’s proposed acquisition of Grasshopper Bancorp and Grasshopper Bank.

The rate issue carries considerable economic weight. According to the AGs, 45 states and Washington, D.C., impose interest-rate caps on small to midsize installment loans, with 36% a widely accepted maximum for very small loans. The coalition says OppFi and Enova work with banks chartered primarily in states without rate caps and offer loans carrying rates reaching 195% and higher. Those are allegations made by the states, not findings by the federal banking regulators.

The AGs also argue that high rates can allow lenders to recover principal and generate returns even when borrowers default. Their letter cites Enova charge-off rates above 50% and argues that the credit performance raises safety-and-soundness questions for regulators considering the acquisitions.

The buyers, meanwhile, have put their own numbers behind what bank ownership is expected to deliver.

OppFi says BNC had approximately $1 billion of deposits at the end of 2025 carrying a cost of less than 2%. It projects at least $60 million of synergies in the first year after closing, more than $90 million in the second and more than $115 million in the third. Crucially for the rate-cap dispute, OppFi says those estimates are based on “geographic expansion” and “funding optimization.” It expects adjusted EPS accretion above 25% in 2027 and 40% in 2028.

OppFi also explicitly describes geographic expansion as a transaction benefit, saying BNC would expand its ability to offer financial products in more states. Access to BNC’s deposit base, meanwhile, is expected to diversify OppFi’s funding and lower its funding costs.

Enova has put even larger numbers behind the Grasshopper transaction. Its SEC-filed materials project annual revenue synergies of $175 million to $230 million within the first two years after closing, driven by expanded lending products, access to new markets and operational simplification. Enova says a unified federal regulatory framework would allow it to offer more consistent products across a greater number of states.

Funding is another major part of the Enova calculation. Grasshopper has about $3 billion of deposits through its direct and banking-as-a-service offerings, on and off balance sheet. Enova’s transaction materials say Grasshopper’s deposit costs are 300 to 400 basis points below the cost of Enova’s securitizations. Enova projects those lower funding costs will generate $50 million to $100 million in annual funding synergies within the first two years.

Combined with the revenue benefits and incremental expenses, Enova projects net synergies that would increase adjusted net income by $125 million to $220 million annually within the first two years. It projects adjusted EPS accretion above 15% in the first full year and above 25% once the synergies are fully realized.

That is where the regulatory dispute meets the acquisition math. Cheaper deposits can lower funding expense, while geographic expansion can increase the markets in which the companies offer their products. OppFi and Enova have explicitly attached financial benefits to both.

The regulatory conditions also matter. Enova says in its SEC filings that required approvals could impose conditions that reduce the anticipated benefits of the merger. Completion is conditioned on receiving the required approvals without a “burdensome condition,” and Enova warns that such restrictions could limit the combined company’s revenues or otherwise reduce expected benefits.

There is no evidence that regulators have decided to impose such conditions on either transaction. But for OppFi and Enova, cheaper funding is only part of the calculation. Their own deal materials also assign value to expanding products and lending across more states. The challenge from the attorneys general now reaches that part of the acquisition model, making the terms of regulatory approval potentially as important to the deal economics as approval itself.