PRA GROUP INC

5. Borrowings:

Borrowings consisted of the following as of September 30, 2024 and December 31, 2023 (amounts in thousands):

(1)Revolving credit facility under the Company's North American Revolving Credit and Term Loan (the "North American Credit Agreement"), which included an aggregate principal amount of $1.5 billion (subject to compliance with a borrowing base and applicable debt covenants), consisting of (i) a fully-funded $432.5 million term loan (the "Term Loan"), (ii) a $1.0 billion domestic revolving credit facility, and (iii) a $75.0 million Canadian revolving credit facility, maturing on July 30, 2026. The North American Credit Agreement was amended and extended on October 28, 2024 (refer to Note 13 for additional details).

(2)Revolving credit facility under the Company's United Kingdom ("UK") Credit Agreement (the "UK Credit Agreement"), which consisted of an $800.0 million revolving credit facility (subject to a borrowing base) and an accordion feature for up to $200.0 million in additional commitments, subject to certain conditions, maturing on July 30, 2026. The UK Credit Agreement was amended and extended on October 30, 2024 (refer to Note 13 for additional details).

(3)Revolving credit facility under the Company's European Credit Agreement (the "European Credit Agreement"), providing revolving borrowings for an aggregate amount of approximately €730.0 million (subject to the borrowing base and applicable debt covenants) and an accordion feature for up to €500.0 million, subject to certain conditions, maturing on November 23, 2027. As of September 30, 2024, after an increase in limit during the quarter ended March 31, 2024, interest bearing deposits in AK Nordic AB cannot exceed SEK 2.2 billion. The European Credit Agreement was amended on October 28, 2024 (refer to Note 13 for additional details).

(4)Term Loan under the North American Credit Agreement.

During the quarter ended June 30, 2024, the Company repaid $395.9 million aggregate principal amount of outstanding borrowings under the North American revolving credit facility with net proceeds obtained from issuance of the 2030 Notes. On September 3, 2024, using funds obtained primarily from the North American revolving credit facility, the Company repaid the 2025 Notes in full by redeeming $298.0 million in aggregate principal amount of the 2025 Notes at par value.

For additional details about the North American Credit Agreement, UK Credit Agreement, European Credit Agreement and the Company's senior notes, refer to Note 7 to the Consolidated Financial Statements in the 2023 Form 10-K and description of the 2030 Notes below.

The Company was in compliance with the covenants contained in its financing arrangements as of September 30, 2024.

2030 Notes

On May 20, 2024, the Company completed the private offering of $400.0 million in aggregate principal amount of its 8.875% Senior Notes due January 31, 2030. The 2030 Notes were issued pursuant to an Indenture dated May 20, 2024 (the "2024 Indenture"), between the Company and Regions Bank, as trustee. The 2024 Indenture contains customary terms and covenants, including certain events of default after which the 2030 Notes may be due and payable immediately. The 2030 Notes are senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis by all of the Company's existing and future domestic restricted subsidiaries that guarantee the North American Credit Agreement, subject to certain exceptions. Interest on the 2030 Notes is payable semi-annually, in arrears, on January 31 and July 31 of each year.

Before June 1, 2026, the Company may redeem the 2030 Notes, in whole or in part, at a price equal to 100% of the aggregate principal amount of the 2030 Notes being redeemed, plus the applicable "make whole" premium. On or before June 1, 2026, the Company may redeem up to 40% of the aggregate principal amount of the 2030 Notes at a redemption price of 108.875% plus accrued and unpaid interest with the net cash proceeds of a public offering of common stock of the Company provided, that at least 60% in aggregate principal amount of the 2030 Notes remains outstanding immediately after the occurrence of such redemption and that such redemption will occur within 90 days of the date of the closing of such public offering.

In addition, on or after June 1, 2026, the Company may redeem the 2030 Notes, in whole or in part, at a price equal to 104.438% of the aggregate principal amount of the 2030 Notes being redeemed. The applicable redemption price changes if redeemed during the 12 months beginning June 1 of each year to 102.219% for 2027 and then 100% for 2028 and thereafter.

In the event of a change of control, each holder will have the right to require the Company to repurchase all or any part of such holder's 2030 Notes at an offer price equal to 101% of the aggregate principal amount plus accrued and unpaid interest. If the Company sells assets under certain circumstances and does not use the proceeds for specified purposes, the Company will be required to make an offer to repurchase the 2030 Notes at 100% of their principal amount plus accrued and unpaid interest.