On August 27, 2018, Encore Capital Group, Inc. (“Encore”) entered into an equity distribution agreement (the “Equity
Distribution Agreement”) with each of Credit Suisse Securities (USA) LLC and SunTrust Robinson Humphrey, Inc. (each, individually, a “Manager” and together, the “Managers”), pursuant to which Encore may offer and sell up to
an aggregate sales price of $50,000,000 of its common stock, $0.01 par value per share (the “Common Stock”), from time to time through the Managers, acting as sales agents.
The Common Stock sold in the offering will be issued pursuant to a prospectus dated July 16, 2018, and a prospectus supplement filed with
the Securities and Exchange Commission (the “SEC”) on August 27, 2018, in connection with one or more offerings of shares under Encore’s shelf registration statement on Form
S-3
(Registration
No. 333-226189)
filed with the SEC on July 16, 2018.
Sales of the Common
Stock, if any, under the Equity Distribution Agreement may be made in negotiated transactions, including block trades, or transactions that are deemed to be “at the market” offerings as defined in Rule 415 of the Securities Act of 1933, as
amended (the “Securities Act”), by means of ordinary brokers’ transactions at market prices prevailing at the time of sale, including sales made directly on the Nasdaq Stock Market, sales made to or through a market maker and sales
made through other securities exchanges or electronic communications networks. Encore intends to use the net proceeds from the sale of our common stock for general corporate purposes, which could include repayments of revolving credit under its bank
credit agreement from time to time.
Encore made certain customary representations, warranties and covenants concerning Encore and the
Common Stock in the Equity Distribution Agreement and also agreed to indemnify the Managers against certain liabilities, including liabilities under the Securities Act. The foregoing description of the material terms of the Equity Distribution
Agreement and the transactions contemplated by the Equity Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by
reference.
From time to time, Encore has had customary commercial and/or investment banking relationships with each Manager and/or
certain of their affiliates.
On August 27, 2018, Latham & Watkins LLP delivered its legality opinion with respect to the
Common Stock to be issued pursuant to the Equity Distribution Agreement. A copy of the legality opinion is attached hereto as Exhibit 5.1.
This Current Report on Form
8-K
shall not constitute an offer to sell or a solicitation of an offer to
buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or
other jurisdiction.