UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO-I/A

(Amendment No. 1)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

ENCORE CAPITAL GROUP, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Common Stock, par value $0.01 per share

(Title of Class of Securities)

292554102

(CUSIP Number of Class of Securities)

Jonathan C. Clark

Executive Vice President, Chief Financial Officer and Treasurer

350 Camino de la Reina, Suite 100

San Diego, California 92108

(877) 445-4581

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

Copy to:

Steven B. Stokdyk, Esq.

Latham & Watkins LLP

10250 Constellation Blvd. Suite 1100

Los Angeles, CA 90067

(424) 653-5500

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on November 4, 2021 (as it may be further amended or supplemented from time to time, the “Schedule TO”), related to the offer by Encore Capital Group, Inc., a Delaware corporation (the “Company”), to purchase for cash up to $300 million of shares (the “shares”) of its common stock, par value $0.01 per share, pursuant to (i) auction tenders at prices specified by the tendering stockholders of not less than $52.00 and not more than $60.00 per share, or (ii) purchase price tenders, in either case, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the Offer to Purchase, dated November 4, 2021 (as may be amended or supplemented from time to time, the “Offer to Purchase”), a copy of which was filed as Exhibit (a)(1)(A) to the Schedule TO, and in the related Letter of Transmittal (as may be amended or supplemented from time to time, the “Letter of Transmittal”), a copy of which was filed as Exhibit (a)(1)(B) to the Schedule TO.

Capitalized terms used but not defined in this Amendment No. 1 have the meanings assigned to such terms in the Schedule TO and the Offer to Purchase.

This Amendment No. 1 to the Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended.

Only those items amended or supplemented are reported in this Amendment No. 1. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged. You should read this Amendment No. 1 together with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.

Item 11.

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:

“On December 3, 2021, the Company issued a press release announcing the preliminary results of the Offer, which expired one minute after 11:59 P.M. (New York City Time) on December 2, 2021. A copy of the press release is filed as Exhibit (a)(5)(C) hereto and is incorporated by reference herein.”

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

(a)(5)(C) Press release issued December 3, 2021, announcing the preliminary results of the tender offer.

Exhibit Index

SIGNATURE

After due 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.

Exhibit (a)(5)(C)

Encore Capital Group Announces Preliminary Results of Tender Offer

SAN DIEGO—December 3, 2021—Encore Capital Group, Inc. (NASDAQ: ECPG) (“Encore”) announced today the preliminary results of its modified “Dutch auction” tender offer to purchase with cash up to $300 million of shares (the “shares”) of its common stock (the “common stock”) which expired one minute after 11:59 P.M. (New York City time) on December 2, 2021.

Based on the preliminary count by the depositary for the tender offer, a total of 4,474,814 shares of common stock were validly tendered and not validly withdrawn at or below the price of $60.00 per share, including 641,340 shares that were tendered through notice of guaranteed delivery.

In accordance with the terms and conditions of the tender offer and based on the preliminary count by the depositary, the Company expects to purchase a total of 4,474,814 shares of common stock through the tender offer at a price of $60.00 per share, for a total cost of $268,488,840, excluding fees and expenses. The total of 4,474,814 shares of common stock that the Company expects to accept for purchase represents approximately 15% of the Company’s total shares of common stock outstanding as of October 28, 2021.

The number of shares expected to be purchased in the tender offer and the purchase price per share are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the depositary and is based on the assumption that all shares tendered through notice of guaranteed delivery will be delivered within the required two business day period. The final number of shares to be purchased in the tender offer and the final purchase price per share will be announced following the expiration of the guaranteed delivery period and the completion by the depositary of the confirmation process. Payment for the shares accepted for purchase pursuant to the tender offer, and the return of all other shares tendered and not purchased, will occur promptly following the completion of the confirmation process. The Company expects to fund the purchase of shares in the tender offer, together with all related fees and expenses, with cash and cash equivalents and a drawing from the Company’s multi-currency senior secured revolving credit facility.

The dealer manager for the tender offer is Credit Suisse Securities (USA) LLC. Georgeson LLC is serving as information agent for the tender offer and American Stock Transfer & Trust Company, LLC is serving as the depositary for the tender offer.

Forward-Looking Statements

This press release includes forward-looking statements, including statements regarding the completion and size of the offering and the terms of the tender offer. Forward-looking statements represent Encore’s current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, including market interest rates, the trading price and volatility of Encore’s common stock and risks relating to Encore’s business, including those described in periodic reports that Encore files from time to time with the U.S. Securities and Exchange Commission. Encore may not consummate the proposed offering described in this press release and, if the proposed offering is consummated, cannot provide any assurances regarding the final results of the tender offer. The forward-looking statements included in this press release speak only as of the date of this press release, and Encore does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.

Encore Contact

Bruce Thomas, Investor Relations

(858) 309-6442

bruce.thomas@encorecapital.com