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): February 17, 2010
PORTFOLIO RECOVERY ASSOCIATES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(State or other jurisdiction of incorporation)
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| 000-50058
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75-3078675 |
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| (Commission File Number)
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(I.R.S. Employer Identification Number) |
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| 120 Corporate Boulevard, Norfolk, Virginia
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23502 |
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| (Address of principal executive offices)
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(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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 February 17, 2010, Portfolio Recovery Associates, Inc. (the “Company”) entered into an
underwriting agreement (the “Underwriting Agreement”) with William Blair & Company, L.L.C., as
representative of the several underwriters named therein (the “Underwriters”), related to the
public offering and sale of 1,250,000 shares (the “Shares”) of the Company’s common stock, par
value $0.01 per share (the “Offering”). The price to the public in the Offering is $52.50 per
share, and the Underwriters have agreed to purchase the Shares from the Company at a price of
$50.006 per share. Pursuant to the Underwriting Agreement, the Company has granted the
Underwriters a 30-day option to purchase up to an additional 187,500 shares of its common stock at
the public offering price to cover over-allotments, if any. The closing of the Offering is
expected to take place on or about February 22, 2010, subject to the satisfaction or waiver of
customary closing conditions.
The Company expects to receive net proceeds from the Offering of approximately $62.2 million (or
approximately $71.6 million if the Underwriters exercise their over-allotment option in full),
after deducting the underwriting discounts and commissions and estimated offering expenses. The
Company intends to use the net proceeds of the Offering primarily to repay a portion of the debt
outstanding under its $365 million revolving credit facility. Repaying a portion of the debt
outstanding under its revolving credit facility will increase the Company’s gross availability
under the facility which, in turn, will allow the Company to draw down on the line of credit
available thereunder for portfolio acquisitions and/or business acquisitions and for general
corporate purposes including, but not limited to, organic growth, working capital and capital
expenditures.
The Offering is being conducted as a public offering pursuant to the Company’s effective shelf
registration statement on Form S-3 (File No. 333-162224) under the Securities Act of 1933, as
amended, and a related prospectus supplement dated February 17, 2010, as filed with the Securities
and Exchange Commission on February 18, 2010.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference
to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and
incorporated herein by reference. A copy of the opinion of Dechert LLP, counsel to the Company,
relating to the legality of the Shares to be issued and sold in the Offering is filed as Exhibit
5.1 hereto.
The information in this Current Report on Form 8-K does not constitute an offer to sell, or the
solicitation of an offer to buy, these securities, nor will there be any sale of these securities
in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. |
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Description |
1.1
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Underwriting Agreement, dated as of February 17, 2010, by and
between the Company and William Blair & Company, L.L.C., as
representative of the several underwriters named therein |
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5.1
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Opinion of Dechert LLP |
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23.1
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Consent of Dechert LLP (included in Exhibit 5.1) |