[8-K] PRA GROUP INC Reports Material Event

Rhea-AI Filing Summary

PRA Group, Inc. announced that its wholly owned Luxembourg subsidiary, PRA Group Europe Holding II S.à r.l., completed a private offering of €300 million aggregate principal amount of 6.250% Senior Notes due 2032. Interest accrues at 6.250% per annum and is payable semiannually on March 31 and September 30, beginning March 31, 2026. The Notes are senior unsecured obligations of the Issuer and are guaranteed on a senior unsecured basis by the Company and its existing and future domestic restricted subsidiaries that guarantee the Company’s North American credit facility, subject to exceptions. The Notes rank equally with other unsecured senior debt, are effectively subordinated to secured debt and structurally subordinated to liabilities of non-guarantor subsidiaries. The Issuer may redeem the Notes in whole or in part under specified make-whole and scheduled redemption provisions.

Positive

• €300 million of new long‑dated financing secured via private note issuance
• Fixed 6.250% coupon with semiannual payments provides predictable interest cash flows
• Guarantees by the Company and qualifying domestic restricted subsidiaries extend credit support
• Par ranking with existing unsecured senior indebtedness (ranks equally)

Negative

• Effectively subordinated to secured indebtedness to the extent of collateral value
• Structurally subordinated to liabilities of subsidiaries that are not Guarantors
• Redemption includes a make‑whole provision and scheduled call prices that may limit holder liquidity options prior to 2028

Insights

Debt Capital Markets Analyst

TL;DR Highly structured senior unsecured note issuance raising €300M at a fixed 6.25% coupon, adding medium‑term leverage.

The offering establishes a €300 million fixed-rate liability maturing in 2032 with semiannual payments, creating a predictable cash interest profile. The Notes are senior unsecured and guaranteed by the Company and qualifying domestic restricted subsidiaries, aligning with existing unsecured debt in ranking. Optional redemption mechanics include a pre-2028 make-whole call and scheduled redemption prices thereafter, which allows the Issuer flexibility to refinance if market conditions improve.

Credit Risk Analyst

TL;DR The issuance increases unsecured obligations and remains subordinated to secured creditors and non‑guarantor subsidiaries’ claims.

While the Guarantees extend senior unsecured support from key subsidiaries, the Notes are explicitly effectively subordinated to secured indebtedness (including credit agreements) to the extent of collateral value and structurally subordinated to liabilities of non‑guarantor affiliates. These subordination features are material for recovery prospects in a stress scenario and should be considered when assessing senior unsecured creditor position relative to the Company’s secured lenders and non‑guarantor entities.

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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): September 30, 2025

PRA Group, Inc.

_________________________________________

(Exact name of registrant as specified in its charter)

Delaware

000-50058

75-3078675

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer 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:

☐  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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.01 par value per share			PRAA			NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Item 1.01    Entry into a Material Definitive Agreement

On September 30, 2025, PRA Group Europe Holding II S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg (the “Issuer”) and a wholly-owned subsidiary of PRA Group, Inc. (the “Company”), completed its previously announced offering of €300 million aggregate principal amount of 6.250% Senior Notes due 2032 (the “Notes”) in a private transaction that was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Notes were issued pursuant to an Indenture, dated September 30, 2025 (the “Indenture”), among the Company, the Issuer, the Guarantors (as defined below), U.S. Bank Trustees Limited, as trustee (the “Trustee”), and U.S. Bank Europe DAC, as Paying Agent, Registrar and Transfer Agent. Pursuant to the Indenture, interest on the Notes will accrue at a rate of 6.250% per annum payable semiannually in arrears on March 31 and September 30 of each year, commencing on March 31, 2026. The Notes will mature on September 30, 2032, subject to earlier repurchase or redemption.

Guarantees

The Notes are guaranteed (the “Guarantees”) on a senior unsecured basis by the Company and all of its existing and future domestic restricted subsidiaries that guarantee the Company’s Amended and Restated Credit Agreement (as amended, the “North American Credit Agreement”), subject to certain exceptions (together with the Company, the “Guarantors”).

Ranking

The Notes and the Guarantees are unsecured, senior obligations of the Issuer and the Guarantors. The Notes and the Guarantees: (i) rank equally with the Issuer’s and the Guarantors’ existing and future unsecured senior indebtedness; (ii) rank senior in right of payment to all of the Issuer’s and the Guarantors’ existing and future indebtedness that is expressly subordinated in right of payment to the Notes; (iii) are effectively subordinated to all of the Issuer’s and the Guarantors’ existing and future secured indebtedness (including amounts outstanding under the North American Credit Agreement, the Company’s Amended and Restated European Credit Agreement (the “European Credit Agreement”) and the Company’s Amended and Restated United Kingdom Credit Agreement) to the extent of the value of the assets securing such indebtedness; and (iv) are structurally subordinated to all of the preferred stock and liabilities of the Company’s subsidiaries that are not Guarantors, to the extent of the assets of those subsidiaries.

Optional Redemption

The Issuer may redeem the Notes, in whole or in part, at any time (i) prior to September 30, 2028, at a price equal to 100% of the aggregate principal amount of the Notes being redeemed, plus the applicable “make whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date and (ii) on or after September 30, 2028, at the applicable redemption price (expressed as percentages of principal amount of the Notes to be redeemed) set forth below plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable redemption date, subject to the right of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the 12-month period beginning on September 30 of each of the years indicated below:

Year						Percentage
2028									103.1250			%
2029									101.5625			%
2030 and thereafter									100.0000			%

In addition, at any time on or prior to September 30, 2028, the Issuer may on any one or more occasions redeem up to an aggregate of 40% of the aggregate principal amount of the Notes (including the principal amount of any additional notes of the same series) at a redemption price of 106.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable redemption date, subject to the rights of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of a public offering of common stock of the Company; provided, however, that at least 60% in aggregate principal amount of the Notes (including the principal amount of any additional notes of the same series) remains outstanding immediately after the occurrence of such redemption (other than Notes held, directly or indirectly, by the Issuer or its affiliates) and that such redemption will occur within 90 days of the date of the closing of such public offering.

Offer to Repurchase

In the event of certain events that constitute a Change of Control (as defined in the Indenture), the Issuer must offer to repurchase all of the Notes (unless otherwise redeemed) at a price equal to 101% of their aggregate principal amount, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of repurchase. If the Company

or any other Restricted Subsidiaries (as defined in the Indenture) sells assets under certain circumstances and does not use the proceeds for specified purposes, the Company or one or more of its Restricted Subsidiaries will be required to make an offer to repurchase the Notes at 100% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.

Covenants

The Indenture contains covenants that, among other things, limit the ability of the the Company and the ability of the its Restricted Subsidiaries to: incur or guarantee additional indebtedness; create liens on assets; pay dividends and make other distributions on, purchase or redeem the Company’s capital stock; prepay, redeem or repurchase certain debt; enter into agreements restricting the ability of the Company’s Restricted Subsidiaries to pay dividends to the Company or any Restricted Subsidiary or make other intercompany transfers; make certain investments; sell or transfer assets; enter into certain transactions with the Company’s affiliates; effect a consolidation or merger; or designate subsidiaries as unrestricted subsidiaries. Most of these covenants will be suspended for so long as the Notes have investment grade ratings from any two of Moody’s Investors Service, Inc., S&P Global Ratings, a division of S&P Global Inc., and Fitch Ratings, Inc.

Events of Default

The Indenture also provides for events of default that, if any of them were to occur, would permit or require the principal, premium, if any, interest and other monetary obligations on all the then outstanding Notes issued under the Indenture to be due and payable immediately.

No Registration Rights

The Notes have not been registered under the Securities Act and may not be offered or sold, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Issuer does not intend to issue registered notes and guarantees in exchange for the Notes and the Guarantees.

Use of Proceeds

The Company intends to use the net proceeds from this offering to repay approximately $174 million aggregate principal amount of outstanding borrowings under its North American revolving credit facility (the “North American Revolver”) of its North American Credit Agreement and approximately $174 million aggregate principal amount of outstanding borrowings under its European revolving credit facility (the “European Revolver”) of its European Credit Agreement. These prepayments will not reduce the revolving borrowing commitment amount under either of the revolving credit facilities, and the prepaid amounts will be available for re-borrowing subject to customary conditions).

Certain Relationships

Some of the initial purchasers, the Trustee and/or their respective 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. Certain of the initial purchasers and/or certain of their affiliates are lenders under the North American Revolver and/or the European Revolver and, therefore, may receive a portion of the proceeds from this offering.

The foregoing description of the Indenture 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. This Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Item 2.03     Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)			Exhibits
			4.1			Indenture (including form of note), dated as of September 30, 2025, among PRA Group Europe Holding II S.à.r.l., PRA Group Inc., the domestic subsidiaries of PRA Group, Inc. party thereto and U.S. Bank Trustees Limited, as trustee
			104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

    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.
Date: October 1, 2025			By:			/s/ Rakesh Sehgal
						Rakesh Sehgal
						Executive Vice President and Chief Financial Officer

FAQ

What did PRA Group (PRAA) issue?

The Issuer sold €300 million aggregate principal amount of 6.250% Senior Notes due 2032 in a private offering.

When are interest payments due on the Notes?

Interest is payable semiannually in arrears on March 31 and September 30, commencing March 31, 2026.

Who guarantees the Notes?

The Notes are guaranteed on a senior unsecured basis by the Company and all existing and future domestic restricted subsidiaries that guarantee the Company’s North American Credit Agreement, subject to exceptions.

How do the Notes rank versus other debt?

They are unsecured senior obligations that rank equally with existing and future unsecured senior indebtedness, are senior to subordinated debt, but are effectively subordinated to secured debt and structurally subordinated to liabilities of non‑guarantor subsidiaries.

When do the Notes mature and are they redeemable?

The Notes mature on September 30, 2032. The Issuer may redeem them in whole or in part at any time with a pre‑2028 make‑whole price and at specified redemption prices on or after September 30, 2028.