UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
 
Date of Report (Date of Earliest Event Reported):
 
June 12, 2015

PRA Group, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
000-50058
75-3078675
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
  
 
 
120 Corporate Boulevard, Norfolk, Virginia
 
23502
_________________________________
(Address of principal executive offices)
 
___________
(Zip Code)

 
 
 
Registrant’s telephone number, including area code:
 
888-772-7326
Not Applicable
______________________________________________
Former name or former address, if changed since last report
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 1.01.  Entry into a Material Definitive Agreement.

On June 12, 2015, SHCO 54 S.à r.l., a Luxembourg subsidiary of PRA Group, Inc. and its Swiss Branch, SHCO 54 S.à r.l Luxemburg, Zug Branch, (together the “Borrowers”) along with certain of their affiliates as Guarantors, and the lenders party thereto entered into a First Amendment (the “First Amendment”) to the Borrowers’ Multicurrency Revolving Credit Facility dated as of October 23, 2014 (the “Credit Facility”) .   DNB Bank ASA (“DNB”) is the mandated lead arranger, facility agent, bookrunner and security agent on the First Amendment, as well as a lender.  The First Amendment amends certain terms of the Credit Facility, providing, among other things, an increase in the total commitments from $500 million to an aggregate of $750 million, subject to certain requirements.  The First Amendment also provides for an increase in the maximum ERC ratio from 28% to 33%, subject to the payment of additional associated fees. Additional funds advanced pursuant to the First Amendment will be used primarily for general corporate purposes, including financing portfolio acquisitions.

DNB and its affiliates have engaged in, and may in the future engage in, banking and other commercial dealings in the ordinary course of business with PRA Group, Inc., the Borrowers or their affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

A copy of the First Amendment is attached as Exhibit 10.1 to this Current Report and is incorporated by reference herein. The foregoing description of the First Amendment is qualified in its entirety by reference to the full text of the First Amendment.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits
Exhibit 10.1 First Amendment Agreement, dated as of  June 12, 2015, by and among SHCO 54 S.à. r.l., and SHCO 54 S.à. r.l. Luxemburg, Zug Branch, Borrowers, the affiliate Guarantors, DNB, Nordea Bank Norge ASA and Swedbank AB (publ) as Lenders and DNB Bank ASA, as Mandated Lead Arranger, Bookrunner, Facility Agent and Security Agent.




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
PRA Group, Inc.
  
 
 
 
 
June 16, 2015
 
By:
 
/s/ Keven P. Stevenson
 
 
 
 
Name: Kevin P. Stevenson
 
 
 
 
Title: EVP/CFO
 
 
 
 
 







EXECUTION VERSION



FIRST AMENDMENT AND RESTATEMENT AGREEMENT
dated 12 June 2015
to the
USD 500,000,000
MULTICURRENCY REVOLVING CREDIT FACILITY AGREEMENT
originally dated 23 October 2014
for
SHCO 54 S.à.r.l
arranged by
DNB Bank ASA, Nordea Bank Norge ASA and Swedbank AB (publ)
with
DNB Bank ASA
acting as Facility Agent, Security Agent and Bookrunner
 
www.bahr.no
 

1



CONTENTS
Clause
Page
1.
DEFINITIONS
3

2.
CONDITIONS PRECEDENT
4

3.
REPRESENTATIONS
4

4.
AMENDMENT AND RESTATEMENT
4

5.
MISCELLANEOUS
5

6.
GOVERNING LAW
5

 
 
 
 
 
 
 
 
 
 
 
 
SCHEDULE 1 CONDITIONS PRECEDENT
SCHEDULE 2 GUARANTORS
SCHEDULE 3 AMENDED FACILITY AGREEMENT



2


THIS FIRST AMENDMENT AND RESTATEMENT AGREEMENT is dated 12 June 2015 and made between:
(1)
SHCO 54 S.a r.l. , a private limited liability company ( société à responsabilité limitée ) incorporated under the laws of Luxembourg, having a share capital of EUR 12,500 and its registered office at 6, rue Eugène Ruppert, L-2456 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxemburg Trade and Companies Register under number B183422) and acting through its Swiss branch office (the “ Swiss Branch ”)at c/o Interconsulta Revisions- und Treuhand AG, Poststrasse 9, 6300 Zug, Switzerland (registration number CHE-305.746.539) (each a “ Borrower ”, together the “ Borrowers ”);

(2)
THE GUARANTORS listed in Schedule 2 hereto (the “Guarantors” );

(3)
DNB Bank ASA , of Dronning Eufemias gate 30, 0191 Oslo, Norway (registration number 984 851 006) as mandated lead arranger, Nordea Bank Norge ASA of (registration number 911 044 110) and Swedbank AB (publ) of (registration number 502017-7753) (the “ Mandated Lead Arrangers ”);
 
(4)
DNB Bank ASA , of Dronning Eufemias gare 30, 0191 Oslo, Norway (registration number 984 851 006) as bookrunner (the “ Bookrunner ”).

(5)
DNB Bank ASA, Nordea Bank Norge ASA and Swedbank AB (publ) as lenders (the “ Lenders ”); and

(6)
DNB Bank ASA , of Dronning Eufemias gate 30, 0191 Oslo, Norway (registration number 984 851 006) as agent on behalf of itself and the Finance Parties (as defined in the Facility Agreement) (the “ Facility Agent ”), collectively referred to as the “ Parties ”.

WHEREAS:

(A)
Pursuant to the Original Facility Agreement, the Lenders have granted to the Borrower a loan in the amount of up to USD 500,000,000 for the purpose described therein.
 
(B)
The Parties have entered into this Agreement as a consequence of the Borrower having requested the Lenders to increase the Total Commitments to USD 750,000,000 pursuant to the option set out in clause 2.2 of the Original Facility Agreement and which the Lenders have agreed to.
 
(C)
The Parties have also agreed to document the amendments to the Original Facility Agreement required in relation to the Borrower’s upcoming investments in Poland and Italy in this Agreement.

NOW THEREFORE , it is hereby agreed as follows:
1.
DEFINITIONS
 
In this Agreement, including the preamble hereto (unless the context otherwise requires), all capital terms or expressions shall have the meaning ascribed to such term in the Amended Facility Agreement unless otherwise explicitly defined herein.

3


“ Agreement ” means this first amendment and restatement agreement.

“ Amended Facility Agreement ” means the Original Facility Agreement, as amended and restated by this Agreement in the form set out in Schedule 3 (Form of Amended Facility Agreement).

“ Effective Date ” means the date the Agent has confirmed in writing to the Lenders and the Borrower that the conditions pursuant to Clause 4.1 ( Amendment and Restatement ) have been satisfied, such date to be within 12 June 2015.

“English Law Security Documents” means the first ranking security over shares deed dated 19 December 2014 between the Borrower, Aktiv Kapital Financial Services AS and the Security Agent, the second ranking security over shares deed dated 26 February 2015 between the Borrower and the Security Agent and any other Security Document governed by English law (each as amended from time to time).

“ Original Facility Agreement ” means the USD 500,000,000 revolving credit facility agreement dated 23 October 2014 and made between the parties hereto.

2.
CONDITIONS PRECEDENT

The provisions of Clause 4 ( Amendment and Restatement ) shall be effective only if, not later than 10:00 hours (Oslo time) one (1) Business Day before the Effective Date, the Agent has received all the documents and other evidence listed in Schedule 1 ( Conditions Precedent ), each in a form and substance satisfactory to the Agent. The Agent shall notify the Borrowers promptly upon being so satisfied.
3.
REPRESENTATIONS

Each Obligor makes the representations and warranties set out in Clause 13 ( Representations and warranties ) of the Amended Facility Agreement to each Finance Party by reference to the facts and circumstances then existing:
(a)
on the date of this Agreement; and

(b)
on the Effective Date.

4.
AMENDMENT AND RESTATEMENT

4.1.
Amendment and restatement

With effect from the Effective Date, the Original Facility Agreement will be amended and restated in the form set out in Schedule 3 (Form of Amended Facility Agreement).
4.2.
Continuing obligations

The provisions of the Amended Facility Agreement and the other Finance Documents and Security Documents shall, save as amended and restated by this Agreement, continue in full force and effect. Reference to the Facility Agreement in the Finance Documents and the Security Documents shall be construed as reference to the Amended Facility Agreement.

4


4.3.
Confirmation of guarantee and security

The Guarantors, in their capacity as Guarantors under the Original Facility Agreement, confirm their agreement and acceptance to the terms and conditions in this Agreement and in the Amended Facility Agreement, and confirm that their obligations and liabilities in the Security Documents and other Finance Documents to which they are party shall continue in full force and effect for the Amended Facility Agreement, (as amended by this Agreement) and that any security under the Security Documents and any guarantee created or given under any Finance Document (without any amendments necessary to be made to the security documents) will extend to the liabilities and obligations of the Obligors to the Finance Parties under the Finance Documents, as amended by this Agreement.
4.4.
Confirmation of English law security

The Borrowers hereby confirm to the Security Agent and the Facility Agent that:
(a) it was in its contemplation at the time the English Law Security Documents were entered into that the security created under the English Law Security Documents would extend to the Amended Facility Agreement;
 
(b) the security created under the English Law Security Documents shall continue to secure all Secured Obligations; and
 
(c) the provisions of the English Law Security Documents, including without limitation the definition of Secured Obligations, shall, without restriction, remain in full force and effect.

5.
MISCELLANEOUS

5.1      Incorporation of terms
The provisions of Clauses 1.1, 1.2 and 1.3 of the Amended Facility Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to “this Agreement” are references to this Agreement.
5.2      Additional Finance Document
This Agreement shall constitute a “Finance Document” for the purposes of the Amended Facility Agreement.
5.3      Fee
The Borrower shall pay to the Agent (for distribution to the Lenders) a fee as set out in a separate Fee Letter, payable on the date of this Agreement.
6.
GOVERNING LAW

This Agreement shall be governed by Norwegian law.
Clauses 26.2 (Jurisdiction) and 26.3 (Service of process) of the Original Facility Agreement shall be incorporated into this Agreement as if set out in full herein.



5


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6


SIGNATORIES:
The Borrowers:
 
 
 
SHCO 54 S.à.r.l
 
SHCO 54 S.à.r.l Luxemburg, Zug Branch
By: /s/ Tom Stian Haugerud
 
By: /s/ Tom Stian Haugerud
Name: Tom Stian Haugerud
 
Name: Tom Stian Haugerud
Title: Power of Attorney
 
Title:

For the purposes of Article 1 of the Protocol annexed to the Convention on Jurisdiction and the Enforcement of Proceedings in Civil and Commercial Matters done at Lugano on 16th September 1988 the undersigned hereby expressly and specifically accepts the jurisdiction of the Norwegian Courts.

By: /s/ Tom Stian Haugerud                                               Name: ____________________
Title: ____________________
                                   
 
 
The Guarantors
 
 
 
 
 
PRA Group Europe AS (formerly Aktiv Kapital AS)
 
PRA Group Norge AS
By: /s/ Tom Stian Haugerud
 
By: /s/ Tom Stian Haugerud
Name:
 
Name:
Title:
 
Title:
 
 
 
 
 
 
PRA Group Deutschland GmbH
 
PRA Group (UK) Ltd
By: /s/ Tom Stian Haugerud
 
By: /s/ Tom Stian Haugerud
Name:
 
Name:
Title:
 
Title:
 
 
 
PRA Suomi Oy
 
PRA Group Inkasso Österreich GmbH
By: /s/ Tom Stian Haugerud
 
By: /s/ Tom Stian Haugerud
Name:
 
Name:
Title:
 
Title:

7


 
 
 
PRA Group Switzerland Portfolio AG
 
Aktiv Kapital Portfolio Oy
By: /s/ Tom Stian Haugerud
 
By: /s/ Tom Stian Haugerud
Name:
 
Name:
Title:
 
Title:
 
 
 
Aktiv Kapital Financial Services AS
 
PRA Group Sverige AB
By: /s/ Tom Stian Haugerud
 
By: /s/ Tom Stian Haugerud
Name:
 
Name:
Title:
 
Title:
 
 
 
Aktiv Kapital Portfolio AS
 
AKTIV KAPITAL PORTFOLIO AS, Oslo, Zweigniederlassung Zug
By: /s/ Tom Stian Haugerud
 
By: /s/ Tom Stian Haugerud
Name:
 
Name:
Title:
 
Title:
 
 
 
PRA Iberia SLU
 
PRA Group Österreich Portfolio GmbH
By: /s/ Tom Stian Haugerud
 
By: /s/ Tom Stian Haugerud
Name:
 
Name:
Title:
 
Title:
 
 
 
The Facility Agent:
 
The Security Agent:
 
 
 
DNB Bank ASA
 
DNB Bank ASA
By: /s/ Ole A. Kruge
 
By: /s/ Ole A. Kruge
Name: Ole A. Kruge
 
Name: Ole A. Kruge
Title: SVP
 
Title: SVP
 
 
 
The Lenders:
 
 
 
 
 
DNB Bank ASA
 
 
By: /s/ Ole A. Kruge
 
 
Name: Ole A. Kruge
 
 
Title: SVP
 
 

8


 
 
 
The Mandated Lead Arrangers
 
The Bookrunner
 
 
 
DNB Markets
 
DNB Markets
By: /s/ Ole A. Kruge
 
By: /s/ Ole A. Kruge
Name: Ole A. Kruge
 
Name: Ole A. Kruge
Title: SVP
 
Title: SVP
 
 
 
Nordea Bank Norge ASA
 
 
By: /s/ Kristine Weum
 
 
Name: Kristine Weum
 
 
Title: RM
 
 
Title:
 
 
 
 
 
Swedbank AB (publ)
 
 
By: /s/ Rikard Talling
 
 
Name: Rikard Talling
 
 
Title: Director
 
 


9