PRA Group, Inc. (NASDAQ:PRAA) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

Purchase Agreement

On May22, 2017, PRA Group, Inc. (the Company) entered into a
Purchase Agreement (the Purchase Agreement) by and among the
Company, Merrill Lynch, Pierce, Fenner Smith Incorporated and
SunTrust Robinson Humphrey, Inc., as representatives (the
Representatives) of the several initial purchasers named therein
(collectively, the Initial Purchasers), in connection with the
issuance and sale of $300 million aggregate principal amount of
the Companys 3.50% convertible senior notes due 2023 (the Notes)
in a private placement to persons reasonably believed to be
qualified institutional buyers to Rule 144A under the Securities
Act of 1933, as amended (the Securities Act). In addition, the
Company granted the Initial Purchasers an option to purchase up
to an additional $45.0 million aggregate principal amount of the
Notes.

The Purchase Agreement contains customary representations,
warranties and covenants of the Company and customary closing
conditions. Under the terms of the Purchase Agreement, the
Company has agreed to indemnify the Initial Purchasers against
certain liabilities, including liabilities under the Securities
Act, or to contribute to payments the Initial Purchasers may be
required to make because of any of those liabilities.
Furthermore, the Company has agreed with the Initial Purchasers
not to offer or sell any shares of the Companys common stock,
$0.01 par value per share (Common Stock), or securities
exchangeable for or convertible into Common Stock, subject to
certain exceptions set forth in the Purchase Agreement, for a
period of 60 days after the date of the Purchase Agreement,
without the prior written consent of the Representatives.

The description of the Purchase Agreement contained herein is
qualified in its entirety by reference to the Purchase Agreement,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K
and is incorporated herein by reference.

Certain of the Initial Purchasers or their affiliates have
provided and may, from time to time, continue to provide certain
commercial banking, financial advisory, investment banking and
other services to the Company, for which they have received and
may continue to receive customary fees and reimbursements of
expenses. Affiliates of certain of the Initial Purchasers are
agents and/or lenders under the Companys amended and restated
North American credit facility.

Convertible Notes and the Indenture

On May26, 2017, the Company completed the private offering of
$345 million in aggregate principal amount of the Notes, which
includes $45 million in aggregate principal amount of Notes to
the option granted to the Initial Purchasers of the Notes to
purchase additional Notes.

The Notes were issued to an Indenture, dated May26, 2017 (the
Indenture) between the Company and Regions Bank, as trustee (the
Trustee). The Indenture contains customary terms and covenants,
including certain events of default after which the Notes may be
due and payable immediately.

The Notes are unsecured, senior obligations of the Company. The
Notes bear interest semiannually at a rate of 3.50%per annum,
payable in cash in arrears on June1 and December1 of each year,
beginning on December1, 2017. The Notes mature on June1, 2023,
unless repurchased, redeemed or converted in accordance with
their terms prior to such date. Prior to the close of business on
the business day immediately preceding March1, 2023, the Notes
are convertible only upon the occurrence of specified events; on
and after March1, 2023, until the close of business on the
scheduled trading day immediately preceding the maturity date,
the Notes will be convertible at any time. Upon conversion, the
Notes may

be settled, at the Companys option, in cash, shares of the Common
Stock, or any combination thereof. Holders of the Notes have the
right to require the Company to repurchase all or some of their
Notes at 50% of their principal amount, plus any accrued and
unpaid interest, upon the occurrence of a fundamental change (as
defined in the Indenture). In addition, upon the occurrence of a
make-whole fundamental change (as defined in the Indenture), the
Company may, under certain circumstances, be required to increase
the conversion rate for the Notes converted in connection with
such a make-whole fundamental change. The conversion rate for the
Notes is initially 21.6275 shares per $1,000 principal amount of
Notes, which is equivalent to an initial conversion price of
approximately $46.25 per share of Common Stock, and is subject to
adjustment in certain circumstances to the Indenture. The Notes
are redeemable, in whole or in part, at the Companys option at
any time, and from time to time, on or after June1, 2021, at a
cash redemption price equal to the principal amount of the Notes
to be redeemed, plus accrued and unpaid interest, if any, but
only if the last reported sale price per share of the Common
Stock exceeds 130% of the conversion price on each of at least 20
trading days (whether or not consecutive) during the 30
consecutive trading days ending on, and including, the trading
day immediately before the date the Company sends the related
redemption notice.

The Trustee or its affiliates have provided and may, from time to
time, continue to provide certain commercial banking, financial
advisory, investment banking and other services to the Company,
for which they have received and may continue to receive
customary fees and reimbursements of expenses. An affiliate of
the Trustee is an agent and a lender under the Companys amended
and restated North American credit facility. In addition, an
affiliate of the Trustee is one of the Initial Purchasers.

The description of the Indenture contained herein is qualified in
its entirety by reference to the Indenture, which is filed as
Exhibit 4.1 to this Current Report on Form 8-K and is
incorporated herein by reference.

The information set forth under Item1.01 of this Current Report
on Form 8-K is incorporated herein by reference.

The information set forth under Item1.01 of this Current Report
on Form 8-K is incorporated herein by reference.

The Company offered and sold the Notes to the Initial Purchasers
in reliance on the exemption from registration provided by
Section4(a)(2) of the Securities Act, and for resale by the
Initial Purchasers to persons reasonably believed to be qualified
institutional buyers to the exemption from registration provided
by Rule 144A under the Securities Act. The Company relied on
these exemptions from registration based in part on
representations made by the Initial Purchasers in the Purchase
Agreement. The shares of Common Stock issuable upon conversion of
the Notes, if any, have not been registered under the Securities
Act and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

To the extent that any shares of the Common Stock are issued upon
conversion of the Notes, they will be issued in transactions
anticipated to be exempt from registration under the Securities
Act by virtue of Section3(a)(9) thereof, because no commission or
other remuneration is expected to be paid in connection with
conversion of the Notes and any resulting issuance of shares of
the Common Stock.

On May22, 2017, the Company issued a press release announcing the
pricing of its offering of the Notes. The press release is filed
as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.

On May26, 2017, the Company issued a press release announcing the
closing of its offering of the Notes. The press release is filed
as Exhibit 99.2 to this Current Report on Form 8-K and is
incorporated herein by reference.

About PRA Group, Inc. (NASDAQ:PRAA)

PRA Group, Inc. (PRA Group), formerly Portfolio Recovery Associates, Inc., is a financial and business services company with operations in the Americas and Europe. The Company is engaged in the acquisition and collection of nonperforming loans in the Americas and Europe. Its business focuses upon the acquisition, collection, and processing of both unpaid and normal-course accounts receivable originally owed to credit grantors, government entities and others. Its primary business is the purchase, collection and management of portfolios of nonperforming consumer loans. It provides fee-based services, including contingent collections of nonperforming loans in Europe; vehicle location, skip tracing and collateral recovery for auto lenders, government entities and law enforcement; revenue administration, audit and debt discovery services for local government entities, and class action claims recovery services and related payment processing. It has developed Bankruptcy Management System.

PRA Group, Inc. (NASDAQ:PRAA) Recent Trading Information

PRA Group, Inc. (NASDAQ:PRAA) closed its last trading session up +0.27 at 35.97 with 1,068,075 shares trading hands.