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ECPG > SEC Filings for ECPG > Form 8-K on 6-Aug-2013All Recent SEC Filings

Show all filings for ENCORE CAPITAL GROUP INC



Entry into a Material Definitive Agreement, Creation of a Direct Financi

Item 1.01. Entry into a Material Definitive Agreement.

On August 2, 2013, Cabot Financial (Luxembourg) S.A. (the "Issuer"), a subsidiary of Encore Capital Group, Inc. ("Encore"), sold 100 million U.K. pounds sterling in aggregate principal amount of 8.375% Senior Secured Notes due 2020 (the "Notes"). The Notes were sold in the United States to "qualified institutional buyers" in accordance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons (as defined under the Securities Act) outside the United States in accordance with Regulation S under the Securities Act. The Notes have not been and will not be registered under the Securities Act.

The Notes are fully and unconditionally guaranteed on a senior secured basis by Cabot Credit Management Limited, Cabot Financial Limited, and all material subsidiaries of Cabot Financial Limited (other than the Issuer) (each a subsidiary of Encore and each a "Guarantor" and collectively, the "Guarantors"). The Notes were issued pursuant to an Indenture, dated August 2, 2013 (the "Indenture"), between, among others, the Issuer, the Guarantors and Citibank, N.A., London Branch, as trustee.

The Notes will mature on August 1, 2020. The Notes will bear interest at a rate of 8.375% per year payable semi-annually on February 1 and August 1 of each year, beginning on February 1, 2014. Prior to August 1, 2020, the Notes may be redeemed at the prices set forth in the Indenture. Upon the occurrence of certain change of control events, the Issuer may be required to offer to redeem the Notes at 101% of the principal amount redeemed, plus accrued and unpaid interest, if any.

A copy of the Indenture (including the form of Note) is attached as an exhibit to this report and is incorporated herein by reference (and the foregoing description is qualified in its entirety by reference to such document).

The proceeds from the sale of the Notes were 100 million U.K. pounds sterling. Seventy-five million U.K. pounds sterling of the proceeds from the offering will be used to repay all amounts outstanding under the senior credit facilities made available to Cabot Financial (UK) Limited, a subsidiary of Encore, and 25 million U.K. pounds sterling of the proceeds from the offering will be used to partially repay certain shareholder loans made by J.C. Flowers & Co. LLC.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

4.1 Indenture, dated August 2, 2013, between Cabot Financial (Luxembourg) S.A., Cabot Credit Management Limited, Cabot Financial Limited and all material subsidiaries of Cabot Financial Limited, as guarantors, J.P. Morgan Europe Limited, as security agent, and Citibank, N.A., London Branch as trustee

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