Encore Capital (NASDAQ: ECPG) prices €325M 2033 notes amid major refi plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Encore Capital Group is restructuring its debt by issuing new secured notes and redeeming older, higher‑cost bonds. The company priced an offering of €325.0 million senior secured floating rate notes due 2033, with interest set at three‑month EURIBOR (0% floor) plus 3.250%, reset quarterly. It also previously launched and priced $750.0 million of 6.625% senior secured notes due 2032. Encore plans to use the combined proceeds, along with its revolving credit facility, to redeem all €415.0 million of senior secured floating rate notes due 2028 and its $500.0 million 9.250% senior secured notes due 2029, as well as to repay some revolving credit borrowings and pay related fees. The company states that these offerings and redemptions do not change its 2026 guidance.
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Insights
Encore refinances major debt tranches, extending maturities and adjusting interest costs.
Encore Capital Group is issuing €325.0 million senior secured floating rate notes due 2033 and previously priced $750.0 million 6.625% senior secured notes due 2032. Both are secured by substantially all assets and guaranteed by material subsidiaries.
Proceeds are earmarked to redeem €415.0 million of floating rate notes due 2028 and $500.0 million 9.250% notes due 2029, repay drawings under the revolving credit facility, and cover fees and discounts. This shifts debt maturities further out while changing the mix of fixed and floating interest exposure.
The company notes that these transactions do not change its guidance for the fiscal year ended December 31, 2026. Actual impact on interest expense and leverage will depend on EURIBOR levels and revolver usage, with further detail likely in subsequent periodic filings once the redemptions and issuances close.
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 EUR notes size: €325.0 million
EUR notes interest spread: 3.250% per annum
Existing EUR 2028 notes: €415.0 million
+5 more
8 metrics
New EUR notes size
€325.0 million
Senior secured floating rate notes due 2033
EUR notes interest spread
3.250% per annum
Over three-month EURIBOR, reset quarterly
Existing EUR 2028 notes
€415.0 million
Senior secured floating rate notes due 2028 to be fully redeemed
Planned EUR 2028 redemption (offering proceeds)
€215.0 million
Portion of 2028 notes redeemed using 2033 notes proceeds
USD 2032 notes size
$750.0 million
6.625% senior secured notes due 2032
USD 2029 notes to redeem
$500.0 million
9.250% senior secured notes due 2029 to be redeemed in full
Floating notes coupon structure
EURIBOR (0% floor) + 3.250%
Interest on €325.0 million 2033 notes
2033 notes interest payments
Quarterly on Jan 15, Apr 15, Jul 15, Oct 15
Beginning July 15, 2026
Key Terms
senior secured floating rate notes, qualified institutional buyers, Regulation S, revolving credit facility, +2 more
6 terms
senior secured floating rate notes financial
"€325.0 million aggregate principal amount of senior secured floating rate notes due 2033"
Debt securities that act like an adjustable-rate loan with a first-claim on a borrower's assets: they rank high in repayment priority (senior), are backed by specific collateral (secured), and pay interest that moves up or down with a market benchmark (floating rate). For investors this matters because these notes generally carry lower default risk than unsecured debt and provide interest that tracks market rates, so they offer greater repayment protection but variable income.
qualified institutional buyers regulatory
"in a private offering to qualified institutional buyers .S. persons"
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
"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
"repay drawings under its revolving credit facility"
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.
initial purchasers’ discounts financial
"pay estimated fees, expenses and the initial purchasers’ discounts for the offering"
The initial purchasers’ discounts are the amount by which the group that buys a new block of securities from an issuer pays less than the price at which those securities are later sold to the public. Think of it like a retailer buying goods at a wholesale markdown to cover their cost and profit before reselling; for investors this discount shows how much of the offering price is taken as fees and risk premium, affects how much money the issuer actually raises, and can influence short-term trading pressure on the stock or bond.
forward-looking statements regulatory
"This press release includes forward-looking statements, including statements regarding the completion"
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
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
(Registrant’s telephone number, including area code)
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(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:
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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 ☐
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 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 | ||||
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 13, 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 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
bruce.thomas@encorecapital.com
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
bruce.thomas@encorecapital.com
2 | ||||||||
FAQ
What debt offering did Encore Capital Group (ECPG) announce in this 8-K?
Encore Capital Group announced pricing of an offering of €325.0 million senior secured floating rate notes due 2033. These notes pay interest at three-month EURIBOR, subject to a 0% floor, plus 3.250% per year, reset quarterly and payable four times annually.
How will Encore Capital Group (ECPG) use the €325.0 million notes proceeds?
Encore plans to use proceeds to redeem €215.0 million of its €415.0 million senior secured floating rate notes due 2028, repay drawings under its revolving credit facility, and pay estimated fees, expenses, and initial purchasers’ discounts related to the new offering.
What other notes offering did Encore Capital Group (ECPG) recently price?
Encore launched and priced $750.0 million of 6.625% senior secured notes due 2032. These 2032 Notes are expected to be issued on May 22, 2026 and will be used alongside revolver drawings to refinance existing 2029 and 2028 senior secured notes and pay related costs.
Which existing Encore Capital Group (ECPG) notes will be redeemed with the new financings?
Encore intends to redeem its outstanding $500.0 million 9.250% senior secured notes due 2029 in full and all €415.0 million of senior secured floating rate notes due 2028. Redemptions include payment of applicable premiums and estimated accrued interest on the redemption dates.
Does this Encore Capital Group (ECPG) debt refinancing change its 2026 guidance?
The company states that the €325.0 million notes offering, the $750.0 million 2032 Notes offering, and the related use of proceeds do not change its previously provided financial guidance for the fiscal year ended December 31, 2026, which was issued on May 6, 2026.
Are Encore Capital Group’s (ECPG) new notes registered under the Securities Act?
No, the notes have not been and will not be registered under the Securities Act. They are offered in a private placement and may not be sold in the United States without registration or a valid exemption from registration requirements under applicable securities laws.