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(Address of principal executive offices)(Zip Code)
(i877) i445-4581
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report.)
_____________________
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon
Stock, $0.01 Par Value Per Share
iECPG
iThe NASDAQ Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01. Entry into a Material Definitive Agreement.
On March 20, 2024, Encore Capital Group, Inc. (the “Company”) issued $500.0 million aggregate principal amount of 9.250% senior secured notes due 2029 (the “Notes”) pursuant to an indenture (the “Indenture”) between, among others, the Company, certain subsidiaries of the
Company as guarantors, GLAS Trust Company LLC as trustee and Truist Bank as security agent.
The Notes are senior secured obligations of the Company, and are fully and unconditionally guaranteed on a senior secured basis by substantially all material subsidiaries of the Company. The obligations of the Company and the guarantors are secured, together with the Company’s other senior secured indebtedness, by substantially all of the assets of the
Company and the guarantors. The Notes will accrue interest at a rate of 9.250% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2024. The Notes will mature on April 1, 2029, unless earlier repurchased or redeemed by the Company.
The Company used the proceeds from the offering to repay drawings under its revolving credit facility (the "Global Senior Facility") and to pay certain transaction fees and expenses incurred in connection with the offering of the notes. The Company
currently intends to use borrowings under the Global Senior Facility or other available sources of financing to redeem its £300.0 million senior secured notes due 2026 on or about November 15, 2024.
A copy of the Indenture (including the form of the Notes) is attached as an exhibit to this report and is incorporated herein by reference (and this description is qualified in its entirety by reference to such document).
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Indenture dated March 20, 2024 between Encore Capital Group, Inc., the subsidiary
guarantors party thereto, GLAS Trust Company LLC as trustee and Truist Bank as security agent
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Indenture dated March 20, 2024 between Encore Capital Group, Inc., the subsidiary guarantors party thereto, GLAS Trust Company LLC as trustee
and Truist Bank as security agent
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Dates Referenced Herein and Documents Incorporated by Reference
