SEC Info - Red Mountain Capital Partners LLC, et al. - ‘SC 13D/A’ on 11/8/11 re: Encore Capital Group Inc

The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Encore Capital Group, Inc., a Delaware corporation (the “Company”), and JCF FPK I LP (the “Selling Shareholder”), providing for the public offering (the “Public Offering”) by Morgan Stanley (the “Underwriter”), of 3,610,000 shares (the “Shares”) of the common stock, par value $0.01 per share, of the Company (the “Common Stock”).

To induce the Underwriter that may participate in the Public Offering to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Morgan Stanley, it will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (b) transfers by the undersigned of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, or (c) distributions by the undersigned of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the undersigned, (d) transfers of Common Stock by the undersigned (1) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this agreement or (2) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate (as defined in Rule 405 under the Securities Act) of the undersigned and such transfer is not for value; provided that in

the case of any transfer or distribution pursuant to clause (b), (c) or (d), (i) each donee, distribute or transferee shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the restricted period referred to in the foregoing sentence, or (e) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such trading plan does not provide for the transfer of Common Stock during the restricted period referenced above and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the undersigned or the Company. In addition, the undersigned agrees that, without the prior written consent of Morgan Stanley, it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.

The undersigned understands that the Company and the Underwriter are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriter. Notwithstanding anything herein to the contrary, if (a) the Company notifies you in writing that it does not intend to proceed with the Public Offering, (b) the Underwriting Agreement does not become effective by November 30, 2011, (c) the Underwriting Agreement (other than the provisions thereof that survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, or (d) the Public Offering has not been completed by the 90^th day following the date of the final prospectus relating to the Public Offering, the undersigned shall be released from all obligations under this agreement.


Very truly yours,

RED MOUNTAIN CAPITAL PARTNERS II, L.P.

By:		RMCP GP LLC, its general partner

		/s/ *Willem Mesdag*
By:		Name: Willem Mesdag
		Title: Authorized Signatory

Very truly yours,

RED MOUNTAIN CAPITAL PARTNERS III, L.P.

By:		RMCP GP LLC, its general partner

		/s/ *Willem Mesdag*
By:		Name: Willem Mesdag
		Title: Authorized Signatory

This ‘SC 13D/A’ Filing	Date	Other Filings

	11/30/11
Filed on:	11/8/11	4
	11/2/11	424B5, 8-K
		List all Filings

Red Mountain Capital Partners LLC, et al. – ‘SC 13D/A’ on 11/8/11 re: Encore Capital Group Inc – EX-8

On: Tuesday, 11/8/11, at 4:52pm ET · Accession #: 1193125-11-302306 · File #: 5-58347

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Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

EX-8 — Lock-Up Letter

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