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Encore Capital Group, Inc. Prices Private Placement Of Convertible Senior Notes

Stocks in this article: ECPG

In addition, the Company has been advised by the option counterparties that the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivative transactions with respect to the Company's common stock and/or purchasing or selling the Company's common stock in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so during any observation period related to a conversion of the notes). This activity could also cause or avoid an increase or a decrease in the market price of the Company's common stock or the notes, which could affect the ability of noteholders to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of the notes, it could affect the amount and value of the consideration that noteholders will receive upon conversion of the notes.

The Company estimates that the net proceeds from the offering will be approximately $144.9 million, after deducting the initial purchasers' discounts and commissions and the estimated offering expenses payable by it (assuming no exercise of the initial purchasers' option to purchase additional notes).  The Company intends to use

  • approximately $15.8 million of the net proceeds from this offering to pay the cost of the capped call transactions and
  • the remainder of the net proceeds from this offering to pay a portion of the purchase price for the acquisition of a controlling interest in an indirect holding company of Cabot Credit Management Limited (the "Cabot Acquisition").

If the Cabot Acquisition does not close, the Company will use the remaining net proceeds for general corporate purposes.

If the initial purchasers exercise their option to purchase additional notes, the Company may enter into additional capped call transactions.  The Company intends to use the resulting additional proceeds of the sale of the additional notes

  • to pay the cost of entering into additional capped call transactions and
  • for general corporate purposes.

The notes, the shares of the Company's common stock issuable upon conversion of the notes, if any, and the capped call transactions have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This press release is being issued pursuant to Rule 135c under the Securities Act and does not constitute an offer to sell or the solicitation of an offer to buy securities. Any offer of the securities will be made only by means of a private offering memorandum.

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