Encore Capital (NASDAQ: ECPG) upsizes and prices $750M 6.625% secured notes due 2032
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Encore Capital Group, Inc. plans a major debt refinancing through a new private offering of senior secured notes. The company upsized the deal from $550.0 million to $750.0 million aggregate principal amount of 6.625% senior secured notes due 2032, sold to qualified institutional buyers and certain non‑U.S. persons under Regulation S.
Encore intends to use the proceeds, together with drawings under its revolving credit facility, to redeem its outstanding $500.0 million 9.250% senior secured notes due 2029 in full, redeem €200.0 million of its €415.0 million senior secured floating rate notes due 2028, and pay related premiums, interest, fees, expenses and initial purchasers’ discounts. The notes will be fully and unconditionally guaranteed on a senior secured basis by substantially all material subsidiaries and secured by substantially all of the assets of the company and the guarantors.
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Insights
Encore refinances higher-cost debt with a larger, longer 2032 secured note.
Encore Capital is issuing $750.0 million of senior secured notes due 2032 at a 6.625% coupon, upsized from an initial $550.0 million target. The notes sit in the senior secured part of the capital structure, guaranteed by substantially all material subsidiaries and secured by most assets.
The company plans to redeem its outstanding $500.0 million 9.250% senior secured notes due 2029 and €200.0 million of €415.0 million floating rate notes due 2028, plus premiums, accrued interest, fees and discounts. This shifts its debt stack toward a single, longer-dated fixed-rate instrument while keeping overall secured leverage broadly similar based on the disclosed amounts.
The filing notes that the offering does not change guidance for the fiscal year ended December 31, 2026 and that Encore continually considers additional financings. Future company filings can provide more detail on the completed redemptions and any subsequent debt transactions.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
New notes principal: $750.0 million
Initial offering size: $550.0 million
New coupon rate: 6.625% per annum
+5 more
8 metrics
New notes principal
$750.0 million
Aggregate principal amount of senior secured notes due 2032
Initial offering size
$550.0 million
Original targeted principal amount before upsizing
New coupon rate
6.625% per annum
Interest rate on senior secured notes due 2032
Maturity date
June 1, 2032
Stated maturity of the new senior secured notes
Notes redeemed
$500.0 million
Outstanding 9.250% senior secured notes due 2029 to be redeemed in full
Euro notes redeemed
€200.0 million
Portion of €415.0 million floating rate notes due 2028 to be redeemed
Existing euro notes outstanding
€415.0 million
Total outstanding senior secured floating rate notes due 2028 before partial redemption
Existing coupon redeemed
9.250% per annum
Coupon on senior secured notes due 2029 being redeemed in full
Key Terms
senior secured notes, qualified institutional buyers, Regulation S, revolving credit facility, +2 more
6 terms
senior secured notes financial
"aggregate principal amount of senior secured notes due 2032"
Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.
qualified institutional buyers regulatory
"in a private offering to qualified institutional buyers"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
Regulation S regulatory
"certain non-U.S. persons (within the meaning of Regulation S under the Securities Act)"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
revolving credit facility financial
"together with drawings under its revolving credit facility, to redeem"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
floating rate notes financial
"€415.0 million outstanding senior secured floating rate notes due 2028"
Floating rate notes are debt securities that pay interest that adjusts periodically based on a short-term interest benchmark (for example, LIBOR or SOFR), so the cash interest you receive goes up or down with market rates. For investors they act like an adjustable-rate loan: they help protect income when overall interest rates rise and generally lose less value than fixed-rate bonds when rates move, making them useful for managing interest-rate risk.
forward-looking statements regulatory
"This press release includes forward-looking statements, including statements regarding"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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
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Item 8.01. Other Events.
On May 11, 2026, Encore Capital Group, Inc. (“Encore”) issued a press release announcing its intention to offer $550.0 million aggregate principal amount of senior secured notes due 2032 (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 11, 2026, Encore issued a press release announcing the pricing of the Offering, which was upsized by $200.0 million from $550.0 million to $750.0 million. The senior secured notes will accrue interest at a rate of 6.625% per annum. 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 | ||||
99.1 | Launch Press Release | ||||
99.2 | 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 11, 2026 | /s/ Tomas Hernanz | ||||||
| Tomas Hernanz | ||||||||
| Executive Vice President, Chief Financial Officer and Treasurer | ||||||||
EXHIBIT INDEX
| Exhibit Number | Description | ||||
99.1 | Launch Press Release | ||||
99.2 | 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 Notes Offering
SAN DIEGO, May 11, 2026 (GLOBE NEWSWIRE) -- Encore Capital Group, Inc. (Nasdaq: ECPG) (the “Company”) today announced its intention to offer, subject to market and other conditions, $550.0 million aggregate principal amount of senior secured notes due 2032 (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, 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.
Depending on the capital markets, the Company continuously considers additional financings, including offerings of additional senior secured notes in different currencies and with fixed or floating interest rates, to fund its operations and to refinance existing debt obligations.
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
bruce.thomas@encorecapital.com
Exhibit 99.2
Encore Capital Group, Inc. Announces Pricing of Upsized Senior Secured Notes Offering
SAN DIEGO, May 11, 2026 (GLOBE NEWSWIRE) -- Encore Capital Group, Inc. (Nasdaq: ECPG) (the “Company”) today announced the pricing of its offering of $750.0 million aggregate principal amount of 6.625% senior secured notes due 2032 (the “notes”), which was upsized to $750.0 million from $550.0 million, at an issue price of 100.00% 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 of 6.625% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2026. The notes will mature on June 1, 2032 unless earlier repurchased or redeemed by the Company.
The Company intends to use the proceeds from this offering, 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. The offering 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.
Depending on the capital markets, the Company continuously considers additional financings, including offerings of additional senior secured notes in different currencies and with fixed or floating interest rates, to fund its operations and to refinance existing debt obligations.
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
bruce.thomas@encorecapital.com
2 | ||||||||
FAQ
What type of notes is Encore Capital Group (ECPG) issuing?
Encore Capital Group is issuing senior secured notes due 2032 with a 6.625% coupon. These notes are secured by substantially all company and guarantor assets and fully guaranteed by substantially all material subsidiaries on a senior secured basis.
How large is Encore Capital Group’s new senior secured notes offering?
The offering totals $750.0 million aggregate principal amount of senior secured notes due 2032. It was upsized from an initial $550.0 million target, reflecting the company’s decision to increase the size at pricing in the private market transaction.
What interest rate and maturity apply to ECPG’s new notes?
The new senior secured notes carry a 6.625% annual interest rate and mature on June 1, 2032. Interest is payable semi-annually in arrears on June 1 and December 1 of each year, beginning December 1, 2026, according to the disclosure.
How will Encore Capital Group use the proceeds from the notes offering?
Encore plans to redeem $500.0 million of 9.250% senior secured notes due 2029 and €200.0 million of €415.0 million floating rate notes due 2028. Proceeds, plus revolving credit facility drawings, will also cover redemption premiums, accrued interest, fees, expenses and purchasers’ discounts.
Does the new notes offering affect Encore Capital Group’s 2026 guidance?
The company states that the offering and related use of proceeds do not change guidance for the fiscal year ended December 31, 2026. This indicates management expects previously communicated financial outlook to remain the same despite the refinancing transaction.
Is Encore Capital Group’s senior secured notes offering registered with the SEC?
The notes will not be registered under the Securities Act and are offered privately to qualified institutional buyers and certain non-U.S. persons. They may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.