8-K

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 29, 2016

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

______________________________________________

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))

Item 8.01 Other Item.

On February 29, 2016, PRA Group Polska sp. z o.o. (the “Purchaser”), a wholly owned subsidiary of PRA Group, Inc. (the “Company”) announced a tender offer (the “Offer”) for 100% of the shares of DTP S.A., (“DTP”) a Polish-based debt collection company with shares traded on the Warsaw Stock Exchange, for PLN 4.90 per share (approximately US$ 1.23 per share) or an aggregate of PLN 174,998,600 (approximately US$ 43,749,650) assuming PRA acquires 100% of the DTP shares. The Company plans to finance this transaction with cash held in Europe and borrowings under its European credit facility.

Closing of the tender offer is subject to satisfaction or waiver of customary conditions, including (i) approval of the transaction by Polish competition authorities, and (ii) the tender of shares being received in respect of at least 80% of the outstanding shares of DTP in response to the Offer. Any such conditions can be waived by the Purchaser in accordance with the Offer. The Purchaser has received undertakings from certain shareholders holding approximately 65% of the outstanding shares of DTP, pursuant to which such shareholders have agreed to tender their shares in response to the Offer. Subject to the satisfaction of the closing conditions, the Company currently expects that the Offer will close in the second quarter of 2016.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 Press release dated February 29, 2016.

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.
March 1, 2016	By:	/s/ Kevin P. Stevenson
		Name: Kevin P. Stevenson
		Title: President/CFO

Exhibit Index

Exhibit No.	Description
99.1	Press release dated February 29, 2016.

EX-99.1

PRA Group Announces Tender Offer for All Shares of DTP S.A.

NORFOLK, Va., February 29, 2016 -- PRA Group, Inc. (Nasdaq: PRAA), a global leader in acquiring and collecting nonperforming loans, has announced a public tender offer to purchase 100% of the shares in Warsaw-based DTP S.A. (DTP) at PLN 4.90 per share (approximately US$ 1.23 per share), for an aggregate purchase price of PLN 174,998,600 (approximately US$ 43,749,650), assuming PRA acquires 100% of the shares. DTP shares are traded on the Warsaw Stock Exchange. The Company plans to finance this transaction with cash held in Europe and borrowings under its European credit facility.

The offer price represents a 16% premium to the 3-month weighted average share price. Prior to the announcement of the tender offer, shareholders of DTP representing approximately 65% of DTP’s shares entered into irrevocable undertakings to tender their shares in response to the offer.

Steve Fredrickson, chairman and chief executive officer of PRA Group, said, “Poland has a very active market for consumer NPLs and we believe DTP presents us with an opportunity to build a good foundation for growth in the market. This acquisition aligns with our goal of bringing some operational capabilities in Europe in-house and further expands our ability to leverage our operational efficiencies.”

Robert Ditrych, chief financial officer and vice chairman of Paged Group, said, “We support this transaction by committing our 49.5% of DTP shares to this tender. PRA Group’s offer for DTP represents a good outcome for DTP shareholders. The Company will be able to accomplish more through the cooperation with the premier international debt buyer than it could as a stand-alone Company.”

Completion of the transaction is subject to certain customary conditions, including tenders being received in respect of at least 80% of the outstanding DTP shares, as well as Polish Anti-Monopoly Office (UOKiK) approval. Provided that the number of Shares subscribed for under the tender offer is sufficient, following its completion, PRA intends to initiate the process to withdraw DTP shares from public trading and delist the company from the Warsaw Stock Exchange.

The subscription begins on March 18, 2016 and expires on April 18, 2016. Subject to the satisfaction of the closing conditions, PRA expects the tender offer to have a settlement date of April 26, 2016, at the earliest.

About PRA Group

As a global leader in acquiring and collecting nonperforming loans, PRA Group (Nasdaq: PRAA) returns capital to banks and other creditors to help expand financial services for consumers in the Americas and Europe. PRA Group companies collaborate with customers to help them resolve their debt and provide a broad range of additional revenue and recovery services to business and government clients.

PRA has been recognized as one of Fortune's 100 Fastest-Growing Companies for three years and one of Forbes' Best Small Companies in America for eight consecutive years since 2007. For more information, please visit www.pragroup.com.

About Paged Group

Paged Group is a leading industrial and investment holding in Poland. It consists of the parent company, Paged S.A., listed on the Warsaw Stock Exchange, and a number of subsidiaries in six key operating segments: plywood, furniture, nonperforming loans management, retail, property and other activities.

In 2014, Paged Group generated PLN 710.9 million in consolidated revenue from sales, PLN 120.2 million in EBITDA and PLN 60.8 million in net profit attributable to shareholders of the parent. For more information, please visit www.paged.pl.

Investor Contact:

Darby Schoenfeld

Director of Investor Relations

(757) 431-7913

DCSchoenfeld@PRAGroup.com

News Media Contact:

Nancy Porter

Vice President, Corporate Communications

(757) 431-7950

NAPorter@PRAGroup.com

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