XML 24 R14.htm IDEA: XBRL DOCUMENT v3.25.3
Borrowings
 9 Months Ended
Sep. 30, 2025
Debt Disclosure [Abstract]  
Borrowings Borrowings
The Company is in compliance in all material respects with all covenants under its financing arrangements as of September 30, 2025. The components of the Company’s consolidated borrowings were as follows (in thousands):
September 30,
2025		December 31,
2024
Global senior secured revolving credit facility$927,250 $865,365 
Senior secured notes1,940,638 1,846,047 
Convertible senior notes
330,000 330,000 
Cabot securitisation senior facility342,899 319,137 
U.S. facility
352,500 283,500 
Other70,270 64,904 
Finance lease liabilities797 1,065 
3,964,354 3,710,018 
Less: debt discount and issuance costs, net of amortization(30,496)(37,256)
Total$3,933,858 $3,672,762 
Encore is the parent of the restricted group for the Global Senior Facility and the Senior Secured Notes, both of which are guaranteed by the same group of material Encore subsidiaries and secured by the same collateral, which represents substantially all of the assets of those subsidiaries.
Global Senior Secured Revolving Credit Facility
In September 2020, the Company entered into a multi-currency senior secured revolving credit facility agreement (as amended and restated, the “Global Senior Facility”). As of September 30, 2025, the Global Senior Facility provided for a total committed facility of $1,485.0 million that matures in September 2029, except for a $69.5 million tranche that terminates in September 2028, and included the following key provisions:
•Interest at Term SOFR (or EURIBOR for any loan drawn in Euro or a rate based on SONIA for any loan drawn in British Pound), with a Term SOFR (or EURIBOR or SONIA) floor of 0.00%, plus a margin of 2.25%, plus in the case of Term SOFR borrowings, a credit adjustment spread of 0.10%;
•An unused commitment fee of 0.40% per annum, payable quarterly in arrears;
•A restrictive covenant that limits the LTV Ratio (defined in the Global Senior Facility) to 0.75 in the event that the Global Senior Facility is more than 20% utilized;
•A restrictive covenant that limits the SSRCF LTV Ratio (defined in the Global Senior Facility) to 0.275;
•A restrictive covenant that requires the Company to maintain a Fixed Charge Coverage Ratio (as defined in the Global Senior Facility) of at least 2.0;
•Additional restrictions and covenants which limit, among other things, the payment of dividends and the incurrence of additional indebtedness and liens; and
•Standard events of default which, upon occurrence, may permit the lenders to terminate the Global Senior Facility and declare all amounts outstanding to be immediately due and payable.
The Global Senior Facility is secured by substantially all of the assets of the Company and the guarantors. Pursuant to the terms of an intercreditor agreement entered into with respect to the relative positions of (1) the Global Senior Facility and any super priority hedging liabilities (collectively, “Super Senior Liabilities”) and (2) the Senior Secured Notes, Super Senior Liabilities that are secured by assets that also secure the Senior Secured Notes will receive priority with respect to any proceeds received upon any enforcement action over any such assets.
As of September 30, 2025, the outstanding borrowings under the Global Senior Facility were $927.3 million. The weighted average interest rate of the Global Senior Facility was 6.44% and 6.13% for the three months ended September 30, 2025 and 2024, respectively, and 6.49% and 7.87% for the nine months ended September 30, 2025 and 2024, respectively. Available capacity under the Global Senior Facility, after taking into account applicable debt covenants, was approximately $491.1 million as of September 30, 2025.
Senior Secured Notes
The following table provides a summary of the Company’s senior secured notes (the “Senior Secured Notes”) ($ in thousands):
September 30,
2025		December 31,
2024		Issue
Currency		Maturity DateInterest Payment DatesInterest Rate
Encore 2028 Notes
$336,176 $312,880 GBPJun 1, 2028Jun 1, Dec 14.250 %
Encore 2028 Floating Rate Notes
604,462 533,167 EURJan 15, 2028Jan 15, Apr 15, Jul 15, Oct 15
EURIBOR +4.250%(1)
Encore 2029 Notes
500,000 500,000 
USD
Apr 1, 2029
Apr 1, Oct 1
9.250 %
Encore 2030 Notes
500,000 500,000 USDMay 15, 2030
May 15, Nov 15
8.500 %
$1,940,638 $1,846,047 
_______________________
(1)Interest rate is based on three-month EURIBOR (subject to a 0% floor) plus 4.250% per annum, resets quarterly.
The Senior Secured Notes are secured by the same collateral as the Global Senior Facility. The guarantees provided in respect of the Senior Secured Notes are pari passu with the guarantee given in respect of the Global Senior Facility. Subject to the intercreditor agreement described above under the section “Global Senior Secured Revolving Credit Facility,” Super Senior Liabilities that are secured by assets that also secure the Senior Secured Notes will receive priority with respect to any proceeds received upon any enforcement action over any such assets.
The 2028 Floating Rate Notes had a weighted average interest rate of 6.32% and 7.97% for the three months ended September 30, 2025 and 2024, respectively, and 6.68% and 8.11% for the nine months ended September 30, 2025 and 2024, respectively.
On October 1, 2025, the Company issued $500.0 million in aggregate principal amount of 6.625% Senior Secured Notes due April 2031 at an issue price of 100.000% (the “2031 Notes”). Interest on the 2031 Notes is payable semi-annually, in arrears, on April 15 and October 15 of each year, commencing on April 15, 2026. The Company used the proceeds from this offering to pay down drawings under its Global Senior Facility and to pay certain transaction fees and expenses incurred in connection with the offering of the 2031 Notes.
Convertible Notes
The following table provides a summary of the principal balance, maturity date and interest rate for the Company’s convertible senior notes (the “Convertible Notes”) ($ in thousands):
September 30,
2025		December 31,
2024		Maturity DateInterest Payment DatesInterest Rate
2025 Convertible Notes$100,000 $100,000 Oct 1, 2025Apr 1, Oct 13.250 %
2029 Convertible Notes230,000 230,000 Mar 15, 2029Mar 15, Sep 154.000 %
$330,000 $330,000 
In order to reduce the risk related to the potential dilution and/or the potential cash payments the Company may be required to make in the event that the market price of the Company’s common stock becomes greater than the conversion prices of the Convertible Notes, the Company may enter into hedge programs that increase the effective conversion price for the Convertible Notes. In connection with the issuance of the 2029 Convertible Notes, the Company entered into privately negotiated capped call transactions that effectively raised the conversion price of the 2029 Convertible Notes from $65.89 to $82.69. These hedging instruments have been determined to be indexed to the Company’s own stock and meet the criteria for equity classification. The Company recorded the cost of the hedge instruments as a reduction in additional paid-in capital, and does not recognize subsequent changes in fair value of these financial instruments in its condensed consolidated financial statements. The Company did not hedge the 2025 Convertible Notes.
Certain key terms related to the convertible features as of September 30, 2025 are listed below ($ in thousands, except conversion price):
2025 Convertible Notes2029 Convertible Notes
Initial conversion price
$40.00 $65.89 
Closing stock price at date of issuance$32.00 $51.68 
Closing stock price dateSep 4, 2019Feb 28, 2023
Initial conversion rate (shares per $1,000 principal amount)
25.0000 15.1763 
Adjusted conversion rate (shares per $1,000 principal amount)(1)
25.1310 15.1763 
Adjusted conversion price(1)
$39.79 $65.89 
Adjusted effective conversion price(2)
$39.79 $82.69 
Excess of if-converted value compared to principal(3)
$4,897 $— 
Conversion date
Jul 1, 2025Dec 15, 2028
_______________________
(1)Pursuant to the indenture for the Company’s 2025 Convertible Notes, the conversion rate for the 2025 Convertible Notes was adjusted upon the completion of the Company’s tender offer in December 2021.
(2)As discussed above, the Company maintains a hedge program that increases the effective conversion price for the 2029 Convertible Notes to $82.69.
(3)Represents the premium the Company would have to pay assuming the Convertible Notes were converted on September 30, 2025 using a hypothetical share price based on the closing stock price on September 30, 2025. On October 1, 2025, the Company settled the conversion of the 2025 Convertible Notes entirely in cash for $106.2 million.
Prior to the close of business on the business day immediately preceding their respective free conversion dates (listed above), holders may convert their Convertible Notes only under certain circumstances set forth in the applicable indentures. On or after their respective free conversion dates until the close of business on the second scheduled trading day immediately preceding their respective maturity dates, holders may convert their notes at any time.
In the event of conversion, the Convertible Notes are convertible into cash up to the aggregate principal amount of the notes and the excess conversion premium, if any, may be settled in cash or shares of the Company’s common stock at the Company’s election and subject to certain restrictions contained in each of the indentures governing the Convertible Notes.
The Company’s convertible notes are carried as a single liability, which reflects the principal amount of the convertible notes. Interest expense related to the Convertible Notes was $3.1 million for both the three months ended September 30, 2025 and the three months ended September 30, 2024, and $9.4 million for both the nine months ended September 30, 2025 and the nine months ended September 30, 2024.
On October 1, 2025, the Company settled its $100.0 million 2025 Convertible Notes upon conversion in cash for $106.2 million, of which $6.2 million (the excess above the principal amount) represented the conversion spread and was recognized in the Company’s stockholder’s equity subsequent to the quarter ended September 30, 2025. No gain or loss was recognized as a result of the conversion of the 2025 Convertible Notes. The settlement was funded by borrowings from the Company’s Global Senior Facility.
Cabot Securitisation Senior Facility
Cabot Securitisation UK Ltd (“Cabot Securitisation”), an indirect subsidiary of Encore, has a senior facility for a committed amount of £255.0 million (the “Cabot Securitisation Senior Facility”). Funds drawn under the Cabot Securitisation Senior Facility bear interest at a rate per annum equal to SONIA plus a margin of 3.20% plus, for periods after January 18, 2028, a step up margin ranging from zero to 1.00%. The Cabot Securitisation Senior Facility matures in January 2030.
As of September 30, 2025, the outstanding borrowings under the Cabot Securitisation Senior Facility were £255.0 million (approximately $342.9 million based on an exchange rate of $1.00 to £0.74, the exchange rate as of September 30, 2025). The obligations of Cabot Securitisation under the Cabot Securitisation Senior Facility are secured by first ranking security interests over all of Cabot Securitisation’s property, assets and rights (including receivables purchased from Cabot Financial UK from time to time), the book value of which was approximately £284.9 million (approximately $383.1 million based on an exchange rate of $1.00 to £0.74, the exchange rate as of September 30, 2025) as of September 30, 2025. The weighted average interest rate of the Cabot Securitisation Senior Facility was 7.29% and 8.22% for the three months ended September 30, 2025 and 2024, respectively, and 7.54% and 8.34% for the nine months ended September 30, 2025 and 2024, respectively.
Cabot Securitisation is a securitized financing vehicle and is a VIE for consolidation purposes. Refer to “Note 8: Variable Interest Entities” for further details.
U.S. Facility
An indirect subsidiary of Encore (“U.S. Financing Subsidiary”) has a facility for a committed amount of $450.0 million (as amended, the “U.S. Facility”) that matures in October 2028. Funds drawn under the U.S. Facility bear interest at a rate per annum equal to Term SOFR plus a margin of 3.50%.
As of September 30, 2025, the outstanding borrowings under the U.S. Facility were $352.5 million. The obligations under the U.S. Facility are secured by first ranking security interests over all of U.S. Financing Subsidiary’s assets and rights. As of September 30, 2025, this included receivables acquired from MCM, the book value of which was approximately $621.2 million. The weighted average interest rate of the U.S. Facility was 7.81% and 8.80% for the three months ended September 30, 2025 and 2024, respectively, and 7.82% and 8.82% for the nine months ended September 30, 2025 and 2024, respectively.
The U.S. Facility is a securitized financing vehicle and is a VIE for consolidation purposes. Refer to “Note 8: Variable Interest Entities” for further details.