Encore Capital (NASDAQ: ECPG) sells $500M 6.625% senior secured notes to 2031

Rhea-AI Filing Summary

Encore Capital Group, Inc. entered into a major financing transaction by issuing $500.0 million aggregate principal amount of 6.625% senior secured notes due 2031. These notes are senior secured obligations of the company, fully and unconditionally guaranteed on a senior secured basis by substantially all of its material subsidiaries and secured, along with other senior secured debt, by substantially all of their assets. The notes bear interest at 6.625% per annum, payable semi-annually on April 15 and October 15, starting April 15, 2026, and mature on April 15, 2031 unless earlier repurchased or redeemed. The company used the proceeds from this offering to repay drawings under its revolving credit facility, called the Global Senior Facility, and to cover transaction fees and expenses related to the issuance.

Insights

Credit & Capital Structure Analyst

Encore replaces revolver borrowings with $500M long‑dated secured notes.

Encore Capital Group issued $500.0 million of 6.625% senior secured notes due 2031, shifting part of its funding into a fixed-rate, long-dated instrument. The notes are senior secured obligations, guaranteed by substantially all material subsidiaries and secured by substantially all of the assets of the company and guarantors, alongside other senior secured indebtedness.

The company used the proceeds to repay drawings under its revolving credit facility, the Global Senior Facility, and to pay related transaction fees and expenses. This indicates a rebalancing between term debt and revolving borrowings rather than clearly expanding total leverage, based on the information provided.

The notes carry a fixed coupon of 6.625% with semi-annual interest payments each April 15 and October 15, beginning April 15, 2026, and a final maturity on April 15, 2031. Over time, investors can compare this cost and structure against terms on the Global Senior Facility to assess how the change affects Encore’s interest burden and flexibility.

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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

October 1, 2025

Date of report (Date of earliest event reported)

______________________

ENCORE CAPITAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware			000-26489			48-1090909
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

350 Camino de la Reina, Suite 100

San Diego, California 92108

(Address of principal executive offices)(Zip Code)

(877) 345-3002

(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:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    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

Common Stock, $0.01 Par Value Per Share

ECPG

The 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  ☐

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 October 1, 2025, Encore Capital Group, Inc. (the “Company”) issued $500.0 million aggregate principal amount of 6.625% senior secured notes due 2031 (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 6.625% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on April 15, 2026. The Notes will mature on April 15, 2031, 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.

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.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number						Description
4.1						Indenture dated October 1, 2025 between Encore Capital Group, Inc., the subsidiary guarantors party thereto, GLAS Trust Company LLC as trustee and Truist Bank as security agent
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:			October 2, 2025			/s/ Tomas Hernanz
						Tomas Hernanz
						Executive Vice President, Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit Number						Description
4.1						Indenture dated October 1, 2025 between Encore Capital Group, Inc., the subsidiary guarantors party thereto, GLAS Trust Company LLC as trustee and Truist Bank as security agent
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

FAQ

What financing transaction did Encore Capital Group (ECPG) complete?

Encore Capital Group issued $500.0 million aggregate principal amount of 6.625% senior secured notes due 2031 under an indenture with GLAS Trust Company LLC as trustee and Truist Bank as security agent.

What are the key terms of Encore Capital Group’s new 6.625% senior secured notes?

The notes bear interest at 6.625% per annum, payable semi-annually on April 15 and October 15 starting April 15, 2026, and mature on April 15, 2031, unless earlier repurchased or redeemed.

How are Encore Capital Group’s new senior secured notes guaranteed and secured?

The notes are senior secured obligations of Encore Capital Group and are fully and unconditionally guaranteed on a senior secured basis by substantially all material subsidiaries, with obligations secured by substantially all of the assets of the company and the guarantors, together with other senior secured indebtedness.

How did Encore Capital Group use the proceeds from the $500 million notes offering?

Encore Capital Group used the proceeds from the offering to repay drawings under its revolving credit facility, referred to as the Global Senior Facility, and to pay certain transaction fees and expenses related to the notes offering.

When will Encore Capital Group start paying interest on the new notes?

Interest on the notes will be paid semi-annually in arrears, beginning on April 15, 2026, and then on each April 15 and October 15 until maturity on April 15, 2031, unless the notes are earlier repurchased or redeemed.

Where can investors find the full terms of Encore Capital Group’s 6.625% senior secured notes?

The full terms are set out in the Indenture dated October 1, 2025, which is filed as Exhibit 4.1 and incorporates the form of the notes by reference.