ECPG 8-K
Encore Capital Group Inc (ECPG)
8-K
2026-05-14
For: 2026-05-12
View Original
Added on
May 15, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
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(877 ) 345-3002
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Not applicable
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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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
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Securities registered pursuant to Section 12(b) of the Act:
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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 ☐
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Item 8.01. Other Events.
On May 12, 2026, Encore Capital Group, Inc. (“Encore”) issued a press release announcing its intention to offer €300.0 million aggregate principal amount of senior secured floating rate notes due 2033 (the “Offering”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and outside the United States to non-U.S. persons (within the meaning of Regulation S under the Securities Act). On May 13, 2026, Encore issued a press release announcing the pricing of the Offering, which was upsized from €300.0 million to €325.0 million. The senior secured notes will accrue interest at a rate equal to the sum of (i) three-month EURIBOR (subject to a 0% floor) plus (ii) 3.250% per annum, reset quarterly. The senior secured notes being offered have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Copies of the press releases are attached as Exhibits 99.1 and 99.2 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit Number | Description | ||||
| Launch Press Release | |||||
| Pricing Press Release | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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.
ENCORE CAPITAL GROUP, INC. | ||||||||
| Date: | May 13, 2026 | /s/ Tomas Hernanz | ||||||
| Tomas Hernanz | ||||||||
| Executive Vice President, Chief Financial Officer and Treasurer | ||||||||
EXHIBIT INDEX
| Exhibit Number | Description | ||||
| Launch Press Release | |||||
| Pricing Press Release | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
Exhibit 99.1
Encore Capital Group, Inc. Announces Proposed Senior Secured Floating Rate Notes Offering
SAN DIEGO, May 12, 2026 (GLOBE NEWSWIRE) -- Encore Capital Group, Inc. (Nasdaq: ECPG) (the “Company”) today announced its intention to offer, subject to market and other conditions, €300.0 million aggregate principal amount of senior secured floating rate notes due 2033 (the “notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and outside the United States to non-U.S. persons (within the meaning of Regulation S under the Securities Act).
The notes will be senior secured obligations of the Company, and will be 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 will be secured, together with the Company’s other senior secured indebtedness, by substantially all of the assets of the Company and the guarantors. The interest rate and other terms of the notes will be determined at the pricing of the offering.
The Company intends to use the proceeds from this offering to (a) redeem €215.0 million of its €415.0 million outstanding senior secured floating rate notes due 2028, including payment of estimated accrued interest payable on the redemption date, (b) repay drawings under its revolving credit facility, and (c) pay estimated fees, expenses and the initial purchasers’ discounts for the offering.
On May 11, 2026, the Company launched and priced an offering of $750.0 million 6.625% senior secured notes due 2032 (the "2032 Notes"), which are expected to be issued on May 22, 2026. The Company intends to use the proceeds from the offering of the 2032 Notes, together with drawings under its revolving credit facility, to (a) redeem its outstanding $500.0 million of 9.250% senior secured notes due 2029 in full, including payment of the premium due as part of the redemption price and estimated accrued interest payable on the redemption date, (b) redeem €200.0 million of its €415.0 million outstanding senior secured floating rate notes due 2028, including payment of estimated accrued interest payable on the redemption date and (c) pay estimated fees, expenses and the initial purchasers’ discounts for the offering.
Following the completion of this offering and the offering of the 2032 Notes, and the use of proceeds therefrom, the Company's €415.0 million of outstanding senior secured floating rate notes due 2028 will be redeemed in full, and there will be a net repayment of drawings under its revolving credit facility.
The offer and sale of the notes have not been, and will not be, registered under the Securities Act, and the notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes nor will there be any sale of the notes in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful. Any offer of the securities will be made only by means of a private offering memorandum.
Forward-Looking Statements
This press release includes forward-looking statements, including statements regarding the completion, timing and size of the proposed offering, the intended use of the proceeds and the terms of the notes being offered. Forward-looking statements represent Encore’s current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, including market interest rates, the trading price and volatility of Encore’s common stock and risks relating to Encore’s business, including those described in periodic reports that Encore files from time to time with the U.S. Securities and Exchange Commission. Encore may not consummate the proposed offering described in this press release and, if the proposed offering is consummated, cannot provide any assurances regarding the final terms of the notes or its ability to effectively apply the net proceeds as described above. The forward-looking statements included in this press release speak only as of the date of this press release, and Encore
does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.
Contact Information
Bruce Thomas, Investor Relations
(858) 309-6442
2 | ||||||||
Exhibit 99.2
Encore Capital Group, Inc. Announces Pricing of Upsized Senior Secured Floating Rate Notes Offering
SAN DIEGO, May 13, 2026 (GLOBE NEWSWIRE) -- Encore Capital Group, Inc. (Nasdaq: ECPG) (the “Company”) today announced the pricing of its offering of €325.0 million aggregate principal amount of senior secured floating rate notes due 2033 (the “notes”) with a coupon of three-month EURIBOR (subject to a 0% floor) plus 3.250%, which was upsized from €300.0 million, in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and outside the United States to non-U.S. persons (within the meaning of Regulation S under the Securities Act).
The notes will be senior secured obligations of the Company, and will be 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 will be 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 equal to the sum of (i) three-month EURIBOR (subject to a 0% floor) plus (ii) 3.250% per annum, reset quarterly, payable quarterly in arrears on January 15, April 15, July 15, and October 15 of each year, beginning on July 15, 2026. The notes will mature on July 15, 2033, unless earlier repurchased or redeemed by the Company.
The Company intends to use the proceeds from this offering to (a) redeem €215.0 million of its €415.0 million outstanding senior secured floating rate notes due 2028, including payment of estimated accrued interest payable on the redemption date, (b) repay drawings under its revolving credit facility, and (c) pay estimated fees, expenses and the initial purchasers’ discounts for the offering.
On May 11, 2026, the Company launched and priced an offering of $750.0 million 6.625% senior secured notes due 2032 (the "2032 Notes"), which are expected to be issued on May 22, 2026. The Company intends to use the proceeds from the offering of the 2032 Notes, together with drawings under its revolving credit facility, to (a) redeem its outstanding $500.0 million of 9.250% senior secured notes due 2029 in full, including payment of the premium due as part of the redemption price and estimated accrued interest payable on the redemption date, (b) redeem €200.0 million of its €415.0 million outstanding senior secured floating rate notes due 2028, including payment of estimated accrued interest payable on the redemption date and (c) pay estimated fees, expenses and the initial purchasers’ discounts for the offering.
Following the completion of this offering and the offering of the 2032 Notes, and the use of proceeds therefrom, the Company's €415.0 million of outstanding senior secured floating rate notes due 2028 will be redeemed in full, and there will be a net repayment of drawings under its revolving credit facility.
The offering, the offering of the 2032 Notes and the use of proceeds therefrom does not change the guidance for the fiscal year ended December 31, 2026 that the Company provided on May 6, 2026.
The offer and sale of the notes have not been, and will not be, registered under the Securities Act, and the notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes nor will there be any sale of the notes in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful. Any offer of the securities will be made only by means of a private offering memorandum.
Forward-Looking Statements
This press release includes forward-looking statements, including statements regarding the completion, timing and size of the proposed offering, the intended use of the proceeds and the terms of the notes being offered. Forward-looking statements represent Encore’s current expectations
regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, including market interest rates, the trading price and volatility of Encore’s common stock and risks relating to Encore’s business, including those described in periodic reports that Encore files from time to time with the U.S. Securities and Exchange Commission. Encore may not consummate the proposed offering described in this press release and, if the proposed offering is consummated, cannot provide any assurances regarding the final terms of the notes or its ability to effectively apply the net proceeds as described above. The forward-looking statements included in this press release speak only as of the date of this press release, and Encore does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.
Contact Information
Bruce Thomas, Investor Relations
(858) 309-6442
2 | ||||||||