XML 33 R21.htm IDEA: XBRL DOCUMENT
v3.10.0.1

Subsequent Events | 6 Months Ended
--- | ---
Jun. 30, 2018
Subsequent Events [Abstract] |
Subsequent Events | Subsequent Events The Cabot Transaction On July 24, 2018, the Company completed the acquisitions contemplated by (i) the Securities Purchase Agreement dated May 7, 2018 (the “JCF SPA”) with JCF III Europe Holdings LP, JCF III Europe S.à r.l. (JCF III Europe Holdings LP and JCF III Europe S.à r.l. collectively referred to as “JCF Sellers”), Janus Holdings, and the other parties named therein, pursuant to which Encore indirectly acquired from the JCF Sellers all of the equity interests owned by the JCF Sellers in Janus Holdings and Cabot Holdings S.à r.l. Luxembourg (“Cabot Holdings”), resulting in Janus Holdings becoming a wholly owned subsidiary of Encore, and (ii) the Securities Purchase Agreement dated May 7, 2018 (the “Management SPA” and, together with the JCF SPA, the “Purchase Agreements”) with certain management shareholders of Cabot Holdings and such holders, together with all other management holders that signed a joinder to the Management SPA, the “Management Sellers”, pursuant to which Encore indirectly acquired from the Management Sellers all of the equity interests in Cabot Holdings owned by the Management Sellers, resulting in Cabot Holdings becoming a wholly owned subsidiary of Encore (collectively, the “Cabot Transaction”). The Cabot Transaction is an equity transaction in accordance with authoritative guidance, therefore, no purchase accounting adjustments are made. The difference between the carrying value of the noncontrolling interest and the fair value of total consideration for the Cabot Transaction is recorded as adjustment in equity. The aggregate purchase price for the acquisition of the outstanding equity interests in Janus Holdings and Cabot Holdings not already owned by Encore was comprised of £178.5 million (approximately $234.1 million) and 4,906,482 shares of Encore’s common stock, par value $0.01 per share. Exchangeable Senior Notes due 2023 On July 20, 2018, Encore Finance issued $172.5 million aggregate principal amount of 2023 Notes. The 2023 Notes mature on September 1, 2023 and bear interest at a rate of 4.5% per year, payable semiannually in arrears on March 1 and September 1 of each year, beginning on March 1, 2019. Encore Finance may satisfy its exchange obligation by paying or delivering, as the case may be, cash, shares of Encore’s common stock or a combination of cash and shares of Encore’s common stock, at Encore Finance’s election, subject to certain restrictions. The exchange rate for the notes is initially 22.4090 shares of Encore’s common stock per $1,000 principal amount of notes (equivalent to an initial exchange price of approximately $44.62 per share of Encore’s common stock), subject to adjustment. In connection with the issuance of the 2023 Notes, Encore entered into privately negotiated capped call transactions with certain option counterparties that effectively increased the exchange price to approximately $62.48 per share. The cost of the capped call option was approximately $17.8 million. Cabot 2023 Notes On July 18, 2018, Cabot Financial completed an exchange offer whereby certain holders of the outstanding £100.0 million Cabot 2020 Notes and holders of the outstanding £175.0 million Cabot 2021 Notes (together, the “Existing Notes”) exchanged their Existing Notes for Cabot 2023 Notes (the “Exchange Notes”). Pursuant to the exchange offer, Cabot Financial exchanged £32.2 million in aggregate principal amount of the Cabot 2020 Notes and £95.0 million in aggregate principal amount of the Cabot 2021 Notes, for a total of £128.4 million Exchange Notes. The Exchange Notes were issued as additional notes under the indenture entered into by Cabot Financial, among others, dated October 6, 2016, governing the Cabot 2023 Notes (the “Cabot 2023 Indenture”). On the same day but in a separate transaction, Cabot Financial also issued £34.5 million of 7.500% additional notes (the “Additional Notes”) under the Cabot 2023 Indenture at 99.0% plus accrued interest from and including April 1, 2018. Both the Exchange Notes and the Additional Notes are part of the same series as the currently outstanding £350.0 million 7.500% Cabot 2023 Notes issued under the Cabot 2023 Indenture.

X
- References No definition available. + Details
Name: | us-gaap_SubsequentEventsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI http://asc.fasb.org/topic&trid=2122774 + Details
Name: | us-gaap_SubsequentEventsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration