Dec. 11, 2012
/PRNewswire/ -- On
November 27, 2012
, Encore Capital Group, Inc. (NASDAQ: ECPG) (the "Company") sold
in aggregate principal amount of the Company's 3.00% Convertible Senior Notes due 2017 (the "Notes") in a private placement transaction. The Notes were issued pursuant to an Indenture, dated
November 27, 2012
, between the Company and Union Bank, N.A., as trustee. On
December 6, 2012
, the initial purchasers exercised, in full, their option to purchase an additional
in aggregate principal amount of the Notes (the "Additional Notes"). The Company today announced the closing of the sale of the Additional Notes.
In connection with the initial purchasers' exercise of their option to purchase the Additional Notes, the Company entered into convertible note hedge transactions with certain financial institutions (the "option counterparties"). The convertible note hedge transactions are expected generally to reduce the potential dilution and/or offset the cash payments the Company is required to make in excess of the principal amount upon conversion of the Additional Notes in the event that the market price of the Company's common stock is greater than the strike price of the convertible note hedge transactions. The Company also entered into warrant transactions with the option counterparties. The warrant transactions could separately have a dilutive effect if the market price of the Company's common stock exceeds the strike price of the warrant transactions, unless the Company elects, subject to certain conditions, to settle the warrant transactions in cash. The strike price of the warrant transactions will initially be
per share, which represents a premium of approximately 75% over the last reported sale price of the Company's common stock on
November 20, 2012
, and is subject to certain adjustments under the terms of the warrant transactions.
The Company has been advised by the option counterparties that in connection with establishing their initial hedge of the convertible note hedge transactions and warrant transactions, the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to the Company's common stock and/or purchase shares of the Company's common stock in privately negotiated transactions and/or open market transactions. This activity could increase (or reduce the size of any decrease in) the market price of the Company's common stock or the Notes at that time.