Borrowings | Borrowings: The Company's borrowings consisted of the following as of the dates indicated (amounts in thousands): September 30, 2015 December 31, 2014 Domestic and Canadian revolving credit $ 478,250 $ 409,000 Domestic term loan 173,750 185,000 Seller note payable 169,938 169,938 Multicurrency revolving credit 568,503 427,680 Aktiv subordinated loan — 30,000 Convertible senior notes 287,500 287,500 Less: debt discount (23,484 ) (26,662 ) Total $ 1,654,457 $ 1,482,456 Domestic and Canadian Revolving Credit and Term Loan The Company has a credit facility with Bank of America, N.A., as administrative agent, and a syndicate of lenders named therein (such agreement as later amended or modified, the “Credit Agreement”). On August 4, 2015, the Company entered into a Fifth Amendment (the “Fifth Amendment”) to the Credit Agreement. Among other things, the Fifth Amendment (a) added Bank of America, N.A., acting through its Canada branch, as Canadian Administrative Agent under the Credit Agreement, (b) added the Company’s wholly-owned subsidiary, PRA Group Canada Inc., as a Borrower under the Credit Agreement, (c) removed the Financial Covenant with respect to Consolidated Tangible Net Worth, (d) terminated the Multi Currency Revolving B Commitments, (e) added $50.0 million of Canadian Revolving Commitments, (f) modified the definition of Permitted Acquisitions to increase the baskets included therein, (g) permits Company subsidiaries organized under the laws of Brazil to borrow up to $150.0 million and to grant liens with respect to such borrowings, and (h) acknowledged the change of the Company’s legal name in October 2014 to PRA Group, Inc. On September 30, 2015, the Company entered into a sixth amendment which increased the allowable amount of stock repurchases during the term of the agreement to $315 million and removed the covenant that the Company cannot exceed $100 million in share repurchases during a given year. The aggregate commitments under the Credit Agreement have not changed. The total credit facility under the Credit Agreement includes an aggregate principal amount of $823.8 million (subject to compliance with a borrowing base and applicable debt covenants), which consists of (i) a fully-funded $173.8 million term loan, (ii) a $600 million domestic revolving credit facility, of which $138.8 million is available to be drawn, and (iii) a $50 million Canadian revolving credit facility, of which $32.9 million is available to be drawn. The facilities all mature on December 19, 2017. The term and revolving loans accrue interest, at the option of the Company, at either the base rate or the Eurodollar rate (as defined in the Credit Agreement) for the applicable term plus 2.50% per annum in the case of the Eurodollar rate loans and 1.50% in the case of the base rate loans. The base rate is the highest of (a) the Federal Funds Rate (as defined in the Credit Agreement) plus 0.50% , (b) Bank of America’s prime rate, and (c) the Eurodollar rate plus 1.00% . The Company’s revolving credit facility includes a $20 million swingline loan sublimit, and a $20 million letter of credit sublimit. The Credit Agreement is secured by a first priority lien on substantially all of the Company’s assets. The Credit Agreement, as amended and modified, contains restrictive covenants and events of default including the following: • borrowings may not exceed 33% of the ERC of all eligible asset pools plus 75% of eligible accounts receivable; • the consolidated leverage ratio (as defined in the Credit Agreement) cannot exceed 2.0 to 1.0 as of the end of any fiscal quarter; • capital expenditures during any fiscal year cannot exceed $40 million ; • cash dividends and distributions during any fiscal year cannot exceed $20 million ; • stock repurchases during the term of the agreement cannot exceed $315 million ; • permitted acquisitions (as defined in the Credit Agreement) during any fiscal year cannot exceed $250 million ; • indebtedness in the form of senior, unsecured convertible notes or other unsecured financings cannot exceed $500 million in the aggregate (without respect to the Company’s 3.00% Convertible Senior Notes due 2020); • the Company must maintain positive consolidated income from operations (as defined in the Credit Agreement) during any fiscal quarter; and • restrictions on changes in control. The revolving credit facility also bears an unused line fee of 0.375% per annum, payable quarterly in arrears. The Company's borrowings on this credit facility at September 30, 2015 consisted of $173.8 million outstanding on the term loan with an annual interest rate as of September 30, 2015 of 2.69% and $478.3 million outstanding on the revolving facilities with a weighted average interest rate of 2.74% . At December 31, 2014, the Company's borrowings on this credit facility consisted of $185.0 million outstanding on the term loan with an annual interest rate as of December 31, 2014 of 2.67% and $409.0 million outstanding on the revolving facility with a weighted average interest rate of 2.68% . Seller Note Payable In conjunction with the closing of the Aktiv Kapital AS ("Aktiv") business acquisition on July 16, 2014, the Company entered into a $169.9 million promissory note (the "Seller Note") with an affiliate of the seller. On May 22, 2015, the Company amended the Seller Note to extend the maturity date to January 19, 2016 and allow for an option for the Company to extend the maturity to July 19, 2016. The Seller Note bears interest at the three-month London Interbank Offered Rate (“LIBOR”) plus 3.75% . The quarterly interest due can be paid or added into the Seller Note balance at the Company's option. At September 30, 2015 , the balance due on the Seller Note was $169.9 million with an annual interest rate of 4.08% . Multicurrency Revolving Credit Facility On October 23, 2014, the Company entered into a credit agreement with DNB Bank ASA for a Multicurrency Revolving Credit Facility (“the Multicurrency Revolving Credit Agreement”). Subsequently, two other lenders joined the credit facility and on June 12, 2015, the Company entered into a first amendment to the Multicurrency Revolving Credit Agreement (“the Amended Multicurrency Revolving Credit Agreement”) which provided, among other things, an increase in the total commitments from $500 million to an aggregate of $750 million , subject to certain requirements, and an increase in the maximum ERC ratio from 28% to 33% , subject to the payment of additional associated fees. Under the terms of the Amended Multicurrency Revolving Credit Agreement, the credit facility includes an aggregate amount of $750 million , of which $199.3 million is available to be drawn, accrues interest at the Interbank Offered Rate ("IBOR") plus 2.50 - 3.30% (as determined by the ERC Ratio as defined in the Amended Multicurrency Revolving Credit Agreement), bears an unused line fee of 1.05% per annum, payable monthly in arrears, and matures on October 23, 2019. The Amended Multicurrency Revolving Credit Agreement also includes an Overdraft Facility aggregate amount of $40 million , of which $22.2 million is available to be drawn, accrues interest at the IBOR plus 2.50 - 3.30% (as determined by the ERC Ratio as defined in the Amended Multicurrency Revolving Credit Agreement), bears a facility line fee of 0.50% per annum, payable quarterly in arrears, and also matures October 23, 2019. The Amended Multicurrency Revolving Credit Agreement is secured by i) the shares of most of the Company's European subsidiaries and ii) all intercompany loan receivables in Europe. The Amended Multicurrency Revolving Credit Agreement also contains restrictive covenants and events of default including the following: • the ERC Ratio (as defined in the Amended Multicurrency Revolving Credit Agreement) may not exceed 33% ; • the GIBD Ratio (as defined in the Amended Multicurrency Revolving Credit Agreement) cannot exceed 3.0 to 1.0 as of the end of any fiscal quarter; • interest bearing deposits in AK Nordic AB cannot exceed SEK 500,000,000 ; • cash collections must exceed 95% of Europe's ERC for the same set of portfolios, measured monthly on a quarterly basis. At September 30, 2015 , the balance on the Amended Multicurrency Revolving Credit Agreement was $568.5 million , with an annual interest rate of 3.55% . Aktiv Subordinated Loan On December 16, 2011, Aktiv entered into a subordinated loan agreement with Metrogas Holding Inc., an affiliate with Geveran Trading Co. Ltd. During the first quarter of 2015, the Company elected to prepay (as allowed for in the agreement) the outstanding balance on the Aktiv subordinated loan of $30.0 million and terminate the agreement. The Aktiv subordinated loan accrued interest at LIBOR plus 3.75% , and originally was scheduled to mature on January 16, 2016. Convertible Senior Notes On August 13, 2013, the Company completed the private offering of $287.5 million in aggregate principal amount of the Company’s 3.00% Convertible Senior Notes due 2020 (the “Notes”). The Notes were issued pursuant to an Indenture, dated August 13, 2013 (the "Indenture") between the Company and Wells Fargo Bank, National Association, as 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 senior unsecured obligations of the Company and mature on August 1, 2020. Interest on the Notes is payable semi-annually, in arrears, on February 1 and August 1 of each year. Prior to February 1, 2020, the Notes will be convertible only upon the occurrence of specified events. On or after February 1, 2020, the Notes will be convertible at any time. Upon conversion, the Notes may be settled, at the Company’s option, in cash, shares of the Company’s 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 100% 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 15.2172 shares per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $65.72 per share of the Company’s common stock, and is subject to adjustment in certain circumstances pursuant to the Indenture. The Company does not have the right to redeem the Notes prior to maturity. As of September 30, 2015, none of the conditions allowing holders of the Notes to convert their Notes had occurred. As noted above, upon conversion, holders of the Notes will receive cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election. However, the Company’s current intent is to settle conversions through combination settlement (i.e ., the Notes would be converted into cash up to the aggregate principal amount, and shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, would be used to settle the remainder). As a result, and in accordance with authoritative guidance related to derivatives and hedging and earnings per share, only the conversion spread is included in the diluted earnings per share calculation, if dilutive. Under such method, the settlement of the conversion spread has a dilutive effect when the average share price of the Company’s common stock during any quarter exceeds $65.72 . The Company determined that the fair value of the Notes at the date of issuance was approximately $255.3 million , and designated the residual value of approximately $32.2 million as the equity component. Additionally, the Company allocated approximately $7.3 million of the $8.2 million original Notes issuance cost as debt issuance cost and the remaining $0.9 million as equity issuance cost. ASC 470-20, "Debt with Conversion and Other Options" (“ASC 470-20”), requires that, for convertible debt instruments that may be settled fully or partially in cash upon conversion, issuers must separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. Additionally, debt issuance costs are required to be allocated in proportion to the allocation of the liability and equity components and accounted for as debt issuance costs and equity issuance costs, respectively. The balances of the liability and equity components of the Notes outstanding were as follows as of the dates indicated (amounts in thousands): September 30, 2015 December 31, 2014 Liability component - principal amount $ 287,500 $ 287,500 Unamortized debt discount (23,484 ) (26,662 ) Liability component - net carrying amount $ 264,016 $ 260,838 Equity component $ 31,306 $ 31,306 The debt discount is being amortized into interest expense over the remaining life of the Notes using the effective interest rate, which is 4.92% . Interest expense related to the Notes was as follows for the periods indicated (amounts in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Interest expense - stated coupon rate $ 2,156 $ 2,156 $ 6,468 $ 6,469 Interest expense - amortization of debt discount 1,074 1,023 3,178 3,027 Total interest expense - convertible notes $ 3,230 $ 3,179 $ 9,646 $ 9,496 The Company believes it was in compliance with all covenants under its financing arrangements as of September 30, 2015 and December 31, 2014. The following principal payments are due on the Company's borrowings as of September 30, 2015 for the twelve month periods ending (amounts in thousands): September 30, 2016 $ 188,688 September 30, 2017 35,000 September 30, 2018 598,250 September 30, 2019 — September 30, 2020 568,503 Thereafter 287,500 Total $ 1,677,941 |