Page 7 of 11 – SEC Filing
| CUSIP No. 292554102 | SCHEDULE 13D/A | PAGE 7 OF 11 PAGES |
This Amendment No. 1 amends and supplements the Schedule 13D filed with the Securities
and Exchange Commission (the SEC) on April 30, 2013 (this Schedule 13D), by (i) Red Mountain Capital Partners LLC, a Delaware limited liability company (RMCP LLC), (ii) Red Mountain Partners, L.P., a
Delaware limited partnership (RMP), (iii) RMCP GP LLC, a Delaware limited liability company (RMCP GP), (iv) Red Mountain Capital Management, Inc., a Delaware corporation (RMCM), and (v) Willem Mesdag, a
natural person and citizen of the United States of America, with respect to the common stock, par value $0.01 per share (the Common Stock), of Encore Capital Group, Inc., a Delaware corporation (Encore).
RMCP LLC, RMP and RMCP GP are sometimes collectively referred to herein as Red Mountain. Red Mountain, RMCM and Mr. Mesdag
are sometimes collectively referred to herein as the Reporting Persons. The filing of any amendment to this Schedule 13D (including the filing of this Amendment No. 1) shall not be construed to be an admission by the Reporting
Persons that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended.
This Amendment No. 1 will constitute an exit filing with respect to this Schedule 13D filed by the Reporting Persons.
| ITEM 4. | PURPOSE OF TRANSACTION |
Item 4 of this Schedule 13D is hereby amended to include the following
information:
Mr. Teets and Mr. Mesdag ceased to serve as directors on the Encore board of directors as of June 4, 2015
and November 1, 2017, respectively.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
Items 5(a) and 5(b) of this Schedule 13D are hereby amended and
restated as follows:
| (a)-(b) | RMP beneficially owns, in the aggregate, 1,122,731 shares of Common Stock, which represent approximately 4.4% of the outstanding Common Stock.(1) RMP has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition, of all such 1,122,731 shares of Common Stock. |
Because RMCP GP may be deemed to control RMP, RMCP GP may be deemed to beneficially own, and to have the power to vote or direct the vote of,
and the sole power to dispose or direct the disposition of, 1,122,731 shares of Common Stock, representing approximately 4.4% of the outstanding Common Stock.
RMCP LLC beneficially owns directly 84,264 shares of Common Stock, which represent approximately 0.3% of the outstanding Common Stock. RMCP
LLC has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition, of all such 84,264 shares of Common Stock. In addition, because RMCP LLC may be deemed to control RMCP GP and RMP, RMCP LLC may be deemed to
beneficially own, and to have the power to vote or direct the vote of, or dispose or direct the disposition of, all of the Common Stock beneficially owned by RMCP GP and RMP. As a result, RMCP LLC may be deemed to beneficially own, in the aggregate,
1,206,995 shares of Common Stock, representing approximately 4.7% of the outstanding Common Stock.
Because each of RMCM and
Mr. Mesdag may be deemed to control RMP, RMCP GP and RMCP LLC, RMCM and Mr. Mesdag may be deemed to beneficially own, and to have the power to vote or direct the vote of, or dispose or direct the disposition of, all of the Common Stock
beneficially owned
| (1) | All calculations of percentage ownership in this Schedule 13D are based on 25,745,485 shares of Common Stock outstanding as of October 27, 2017, as reported in the Form 10-Q which was filed by Encore with the SEC on November 2, 2017, plus the 45,371 shares issued to Mr. Mesdag upon settlement of his fully vested deferred issuance restricted stock units for board service. |
