Encore Capital Group Inc (NASDAQ:ECPG): Willem Mesdag’s Red Mountain Capital filed an amended 13D.
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You can access the original SEC filing by clicking here.
Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Red Mountain Capital Partners | 1,206,995 | 1,206,995 | 1,206,995 | 4.7% | ||
Red Mountain Partners | 1,122,731 | 1,122,731 | 1,122,731 | 4.4% | ||
RMCP GP | 1,122,731 | 1,122,731 | 1,122,731 | 4.4% | ||
Red Mountain Capital Management, Inc. 13-4057186 | 1,206,995 | 1,206,995 | 1,206,995 | 4.7% | ||
Willem Mesdag | 1,206,995 | 1,206,995 | 1,206,995 | 4.7% |
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Page 1 of 11 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ENCORE
CAPITAL GROUP, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
292554102
(CUSIP Number)
Red Mountain Capital Partners LLC
Attn: Willem Mesdag
10100 Santa Monica Boulevard, Suite 925
Los Angeles, California 90067
Telephone (310) 432-0200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 28, 2017
(Date of Event Which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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Page 2 of 11 – SEC Filing
CUSIP No. 292554102 | SCHEDULE 13D/A | PAGE 2 OF 11 PAGES |
1 | NAME I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Red Mountain Capital Partners | |||||
2 | CHECK THE APPROPRIATE BOX IF A (a) ☒ (b) ☐ | |||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS* AF (See Item 3) | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL | |||||
6 | CITIZENSHIP OR PLACE OF Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH | 7 | SOLE VOTING POWER 1,206,995 shares (See Item 5) | ||||
8 | SHARED VOTING POWER None (See Item 5) | |||||
9 | SOLE DISPOSITIVE POWER 1,206,995 shares (See Item 5) | |||||
10 | SHARED DISPOSITIVE POWER None (See Item 5) | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,206,995 shares (See Item 5) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT (See Item | |||||
13 | PERCENT OF CLASS REPRESENTED BY 4.7% (See Item 5) | |||||
14. | TYPE OF REPORTING PERSON* OO Limited Liability Company |
* | See Instructions |
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Page 3 of 11 – SEC Filing
CUSIP No. 292554102 | SCHEDULE 13D/A | PAGE 3 OF 11 PAGES |
1 | NAME I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Red Mountain Partners, | |||||
2 | CHECK THE APPROPRIATE BOX IF A (a) ☒ (b) ☐ | |||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS* WC (See Item 3) | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL | |||||
6 | CITIZENSHIP OR PLACE OF Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH | 7 | SOLE VOTING POWER 1,122,731 shares (See Item 5) | ||||
8 | SHARED VOTING POWER None (See Item 5) | |||||
9 | SOLE DISPOSITIVE POWER 1,122,731 shares (See Item 5) | |||||
10 | SHARED DISPOSITIVE POWER None (See Item 5) | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,122,731 shares (See Item 5) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT (See Item | |||||
13 | PERCENT OF CLASS REPRESENTED BY 4.4% (See Item 5) | |||||
14. | TYPE OF REPORTING PERSON* PN Limited Partnership |
* | See Instructions |
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Page 4 of 11 – SEC Filing
CUSIP No. 292554102 | SCHEDULE 13D/A | PAGE 4 OF 11 PAGES |
1 | NAME I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) RMCP GP | |||||
2 | CHECK THE APPROPRIATE BOX IF A (a) ☒ (b) ☐ | |||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS* AF (See Item 3) | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL | |||||
6 | CITIZENSHIP OR PLACE OF Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH | 7 | SOLE VOTING POWER 1,122,731 shares (See Item 5) | ||||
8 | SHARED VOTING POWER None (See Item 5) | |||||
9 | SOLE DISPOSITIVE POWER 1,122,731 shares (See Item 5) | |||||
10 | SHARED DISPOSITIVE POWER None (See Item 5) | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,122,731 shares (See Item 5) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT (See Item | |||||
13 | PERCENT OF CLASS REPRESENTED BY 4.4% (See Item 5) | |||||
14. | TYPE OF REPORTING PERSON* OO Limited Liability Company |
* | See Instructions |
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Page 5 of 11 – SEC Filing
CUSIP No. 292554102 | SCHEDULE 13D/A | PAGE 5 OF 11 PAGES |
1 | NAME I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Red Mountain Capital Management, | |||||
2 | CHECK THE APPROPRIATE BOX IF A (a) ☐ (b) ☒ | |||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS* AF (See Item 3) | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL | |||||
6 | CITIZENSHIP OR PLACE OF Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH | 7 | SOLE VOTING POWER 1,206,995 shares (See Item 5) | ||||
8 | SHARED VOTING POWER None (See Item 5) | |||||
9 | SOLE DISPOSITIVE POWER 1,206,995 shares (See Item 5) | |||||
10 | SHARED DISPOSITIVE POWER None (See Item 5) | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,206,995 shares (See Item 5) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT (See Item | |||||
13 | PERCENT OF CLASS REPRESENTED BY 4.7% (See Item 5) | |||||
14. | TYPE OF REPORTING PERSON* CO Corporation |
* | See Instructions |
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Page 6 of 11 – SEC Filing
CUSIP No. 292554102 | SCHEDULE 13D/A | PAGE 6 OF 11 PAGES |
1 | NAME I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Willem Mesdag | |||||
2 | CHECK THE APPROPRIATE BOX IF A (a) ☐ (b) ☒ | |||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS* AF (See Item 3) | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL | |||||
6 | CITIZENSHIP OR PLACE OF U.S. Citizen | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH | 7 | SOLE VOTING POWER 1,206,995 shares (See Item 5) | ||||
8 | SHARED VOTING POWER None (See Item 5) | |||||
9 | SOLE DISPOSITIVE POWER 1,206,995 shares (See Item 5) | |||||
10 | SHARED DISPOSITIVE POWER None (See Item 5) | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,206,995 shares (See Item 5) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT (See Item | |||||
13 | PERCENT OF CLASS REPRESENTED BY 4.7% (See Item 5) | |||||
14. | TYPE OF REPORTING PERSON* IN Individual |
* | See Instructions |
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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. |
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Page 8 of 11 – SEC Filing
CUSIP No. 292554102 | SCHEDULE 13D/A | PAGE 8 OF 11 PAGES |
by RMP, RMCP GP and RMCP LLC. Therefore, each of Mr. Mesdag and RMCM may be deemed to beneficially own, in the aggregate, 1,206,995 shares of Common Stock, which represent approximately 4.7% of the outstanding Common Stock. |
Other than shares of Common Stock beneficially owned by RMP and RMCP LLC, none of the
Reporting Persons or Mr. Teets may be deemed to beneficially own any shares of Common Stock.
Each of RMCP LLC, RMP and RMCP GP
affirms membership in a group with each other but disclaims membership in a group with RMCM or Mr. Mesdag. Each of RMCM and Mr. Mesdag disclaims membership in a group with any person.
The filing of this Schedule 13D shall not be construed as an admission that any Reporting Person is the beneficial owner of any of the shares
of Common Stock that such Reporting Person may be deemed to beneficially own. Without limiting the foregoing sentence, each of RMCM and Mr. Mesdag disclaims beneficial ownership of all shares of Common Stock reported in this Schedule 13D. In
addition, the filing of this Schedule 13D shall not be construed as an admission that any partner, member, director, officer or affiliate of any Reporting Person is the beneficial owner of any of the shares of Common Stock that such partner, member,
director, officer or affiliate may be deemed to beneficially own. Without limiting the foregoing sentence, Mr. Teets disclaims beneficial ownership of all shares of Common Stock reported in this Schedule 13D.
Item 5(c) of this Schedule 13D is hereby amended to include the following information:
(c) | On November 1, 2017, Mr. Mesdag transferred to RMCP LLC 45,371 shares of Common Stock issued upon settlement of his fully vested deferred issuance restricted stock units for board service. |
The following table lists all transactions in Common Stock effected during the past sixty days by RMP. All such transactions were effected on
the open market.
Shares of Common Stock Sold | Weighted Average Price per Share | Date of Sale | ||
42,789 | 45.8022 | November 20, 2017 | ||
34,882 | 45.8732 | November 21, 2017 | ||
7,943 | 45.5626 | November 22, 2017 | ||
16,899 | 45.5890 | November 27, 2017 | ||
48,900 | 45.7597 | November 28, 2017 | ||
25,335 | 46.1042 | November 29, 2017 | ||
32,557 | 45.8267 | November 30, 2017 |
The following table lists all transactions in Common Stock effected during the past sixty days by RMCP LLC.
All such transactions were effected on the open market.
Shares of Common Stock Sold | Weighted Average Price per Share | Date of Sale | ||
3,211 | 45.8022 | November 20, 2017 | ||
2,618 | 45.8732 | November 21, 2017 | ||
596 | 45.5626 | November 22, 2017 | ||
1,268 | 45.5890 | November 27, 2017 | ||
3,670 | 45.7597 | November 28, 2017 | ||
1,901 | 46.1042 | November 29, 2017 | ||
2,443 | 45.8267 | November 30, 2017 |
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Page 9 of 11 – SEC Filing
CUSIP No. 292554102 | SCHEDULE 13D/A | PAGE 9 OF 11 PAGES |
Item 5(e) of this Schedule 13D is hereby amended to include the following information:
(e) | Each of the Reporting Persons ceased to be the beneficial owner of more than 5% of the outstanding Common Stock as of November 28, 2017, following the sale of Common Stock by RMP and RMCP LLC on the open market on such date. Therefore, this Amendment No. 1 will constitute the final amendment to this Schedule 13D and an exit filing for each of the Reporting Persons, and will terminate the obligations of the Reporting Persons to further amend this Schedule 13D. |
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Page 10 of 11 – SEC Filing
CUSIP No. 292554102 | SCHEDULE 13D/A | PAGE 10 OF 11 PAGES |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: November 30, 2017
RED MOUNTAIN CAPITAL PARTNERS LLC | ||||
/s/ Willem Mesdag | ||||
By: | Willem Mesdag | |||
Title: | Authorized Signatory | |||
RED MOUNTAIN PARTNERS, L.P. | ||||
By: | RMCP GP LLC, its general partner | |||
/s/ Willem Mesdag | ||||
By: | Willem Mesdag | |||
Title: | Authorized Signatory | |||
RMCP GP LLC | ||||
/s/ Willem Mesdag | ||||
By: | Willem Mesdag | |||
Title: | Authorized Signatory | |||
RED MOUNTAIN CAPITAL MANAGEMENT, INC. | ||||
/s/ Willem Mesdag | ||||
By: | Willem Mesdag | |||
Title: | President | |||
WILLEM MESDAG | ||||
/s/ Willem Mesdag |
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Page 11 of 11 – SEC Filing
CUSIP No. 292554102 | SCHEDULE 13D/A | PAGE 11 OF 11 PAGES |
EXHIBIT INDEX
Exhibit | Description of Exhibit | |
1 | Joint Filing Agreement, dated as of April 30, 2013, by and among the Reporting Persons (incorporated by reference to Exhibit 1 to the Schedule 13D filed by the Reporting Persons with the SEC on April 30, 2013). |