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1、2025/5/22 09:38tm2430355-8_s1-none-86.4792627shttps:/www.sec.gov/Archives/edgar/data/2046042/000110465925051664/tm2430355-8_s1.htm1/291Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth companyS-1 1 tm2430355-8_s1.htm S-1TABLE OF CONTENTSAs filed wi

2、th the U.S.Securities and Exchange Commission on May 21,2025.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM S-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Jefferson Capital,Inc.(Exact name of registrant as specified in its charter)Delaware(Stat

3、e or other jurisdiction ofincorporation or organization)6153(Primary Standard IndustrialClassification Code Number)33-1923926(I.R.S.EmployerIdentification Number)600 South Highway 169,Suite 1575Minneapolis,Minnesota 55426Phone Number:(320)229-8505(Address,including zip code,and telephone number,incl

4、uding area code,of registrants principal executive offices)David BurtonChief Executive Officer600 South Highway 169,Suite 1575Minneapolis,Minnesota 55426Phone Number:(320)229-8505(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Marc D.JaffeErik

5、a WeinbergLatham&Watkins LLP1271 Avenue of the AmericasNew York,New York 10020(212)906-1200 Matthew PfohlChief Administrative Officer andGeneral CounselJefferson Capital,Inc.600 South Highway 169,Suite 1575Minneapolis,Minnesota 55426(320)229-8505 Alexander D.LynchMichael SteinWeil,Gotshal&Manges LLP

6、767 Fifth AvenueNew York,New York 10153(212)310-8000 Approximate date of commencement of proposed sale to public:As soon as practicable after this Registration Statement isdeclared effective.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pur

7、suant to Rule 415 under theSecurities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please check thefollowing box and list the Securities Act registration statement number of the earlier eff

8、ective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.

9、If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is a l

10、arge accelerated filer,an accelerated filer,a non-accelerated filer,a smallerreporting company,or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reportingcompany,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.If an emerging gro

11、wth company,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided to Section 7(a)(2)(B)of the Securities Act.The Registrant hereby amends this registration statement on such date or

12、dates as may be necessary to delayits effective date until the Registrant shall file a further amendment which specifically states that this registrationstatement shall thereafter become effective in accordance with Section 8(a)of the Securities Act,or until theregistration statement shall become ef

13、fective on such date as the Securities and Exchange Commission(the“SEC”),acting pursuant to said Section 8(a),may determine.2025/5/22 09:38tm2430355-8_s1-none-86.4792627shttps:/www.sec.gov/Archives/edgar/data/2046042/000110465925051664/tm2430355-8_s1.htm2/291TABLE OF CONTENTSSUBJECT TO COMPLETION,DA

14、TED,2025PRELIMINARY PROSPECTUSShares Jefferson Capital,Inc.Common Stock This is the initial public offering of the common stock of Jefferson Capital,Inc.We are offering shares of our common stock,and theselling stockholders named in this prospectus are offering shares of our common stock.We expect t

15、he public offering price to be between$and$per share.Currently,no public market exists for our common stock.Wehave applied to list our common stock on the Nasdaq Global Select Market(“Nasdaq”)under the symbol“JCAP.”This offering is contingentupon final approval of the listing of our common stock on

16、the Nasdaq,which we expect to occur promptly after the date of this prospectus.We are an“emerging growth company”as defined under the federal securities laws and,as such,have elected to comply with certain reducedpublic company reporting requirements for this prospectus and future filings.See“Prospe

17、ctus SummaryImplications of Being an EmergingGrowth Company.”Investing in our common stock involves risks.See the“Risk Factors”section beginning on page 35 of this prospectusfor factors you should consider before investing in our common stock.PER SHARE TOTAL Public offering price$Underwriting discou

18、nts and commissions$Proceeds,before expenses,to us$Proceeds,before expenses,to the selling stockholders$See“Underwriting”for additional information regarding underwriting compensation.At our request,the underwriters have reserved percent of the shares of common stock to be issued by us and offered b

19、y this prospectusfor sale,at the initial public offering price,to certain of our directors,officers and employees and friends and family members of certain of ourdirectors,officers and employees.The number of shares of common stock available for sale to the general public will be reduced to the exte

20、ntthese individuals purchase such reserved shares.Any reserved shares that are not so purchased will be offered by the underwriters to thegeneral public on the same basis as the other shares offered by this prospectus.Jefferies LLC will administer our directed share program.See“UnderwritingDirected

21、Share Program.”The selling stockholders have granted the underwriters an option for a period of 30 days to purchase up to an additional shares of ourcommon stock at the initial public offering price,less underwriting discounts and commissions.We will not receive any proceeds from the sale ofshares o

22、f our common stock offered by the selling stockholders,including upon the sale of shares of our common stock by the sellingstockholders if the underwriters exercise their option to purchase additional shares of our common stock.Immediately following this offering,funds controlled by our sponsor,J.C.

23、Flowers&Co.LLC(“J.C.Flowers”),will beneficially own sharescollectively representing approximately%of the voting power of our outstanding shares of common stock(or%if the underwritersexercise in full their option to purchase additional shares of our common stock from the selling stockholders).As a re

24、sult,we expect to be a“controlled company”within the meaning of the corporate governance rules of the Nasdaq.As a“controlled company,”we are permitted to electnot to comply with certain corporate governance rules of the Nasdaq.See the section titled“ManagementControlled Company Status.”Neither the S

25、ecurities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminaloffense.This is a firm commitment underwritten offering.The underwriters expec

26、t to deliver shares of our common stock against payment in New York,New York on or about,2025.Lead Bookrunning Managers Jefferies Keefe,Bruyette&Woods A Stifel Company Bookrunning Managers Citizens Capital Markets Raymond James Truist Securities Capital One Securities DNB Carnegie Regions Securities

27、 LLC Synovus Co-Managers FHN Financial Securities Corp.ING The date of this prospectus is,2025.The information in this preliminary prospectus is not complete and may be changed.Neither we nor the selling stockholders may sell these securities until the registration statement filed with theSecurities

28、 and Exchange Commission is effective.This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer orsale is not permitted.(1)(1)2025/5/22 09:38tm2430355-8_s1-none-86.4792627shttps:/www.sec.gov/Archives/ed

29、gar/data/2046042/000110465925051664/tm2430355-8_s1.htm3/291TABLE OF CONTENTS Table of Contents PAGE Prospectus Summary 1 Risk Factors 35 Cautionary Note Regarding Forward-Looking Statements 56 Use of Proceeds 58 Dividend Policy 59 Capitalization 60 The Reorganization 64 Managements Discussion and An

30、alysis of Financial Condition and Results of Operations 74 Business 116 Management 152 Executive Compensation 159 Certain Relationships and Related Party Transactions 171 Principal and Selling Stockholders 174 Description of Capital Stock 176 Shares Eligible for Future Sale 182 Description of Certai

31、n Indebtedness 184 Material U.S.Federal Income Tax Consequences to Non-U.S.Holders 188 Underwriting 192 Legal Matters 201 Experts 202 Where You Can Find More Information 203 Index to Financial Statements F-1 Neither we,the selling stockholders,nor the underwriters have authorized anyone to provide a

32、ny informationor to make any representations other than those contained in this prospectus or in any free writingprospectuses we have prepared or that have been prepared on our behalf,or to which we have referred you.We,the selling stockholders and the underwriters take no responsibility for,and can

33、 provide no assurance asto the reliability of,any other information that others may give you.This prospectus is an offer to sell only theshares offered by this prospectus,but only under circumstances and in jurisdictions where it is lawful to doso.The information contained in this prospectus is curr

34、ent only as of its date.Our business,financialcondition,results of operations and prospects may have changed since that date.For investors outside the United States:Neither we,the selling stockholders,nor the underwriters have doneanything that would permit this offering or possession or distributio

35、n of this prospectus in any jurisdictionwhere action for that purpose is required,other than in the United States.Persons outside of the UnitedStates who come into possession of this prospectus must inform themselves about,and observe anyrestrictions relating to,the offering of the shares of our com

36、mon stock and the distribution of this prospectusoutside of the United States.i2025/5/22 09:38tm2430355-8_s1-none-86.4792627shttps:/www.sec.gov/Archives/edgar/data/2046042/000110465925051664/tm2430355-8_s1.htm4/291TABLE OF CONTENTS MARKET AND INDUSTRY DATAThe market data and other statistical inform

37、ation used throughout this prospectus are based on independentindustry publications,reports by market research firms or other published independent sources.Certainmarket,ranking and industry data included in this prospectus,including the size of certain markets,our sizeor position and the positions

38、of our competitors within these markets,and our solutions relative to ourcompetitors,are based on the estimates of our management.These estimates have been derived from ourmanagements knowledge and experience in the markets in which we operate,as well as informationobtained from surveys,reports by m

39、arket research firms,trade and business organizations and othercontacts in the markets in which we operate.Unless otherwise noted,all of our market share and marketposition information presented in this prospectus is generally based on a number of sources and factors,including publicly available inf

40、ormation about the distressed and insolvent receivables markets and ourcompetitors,the size of our client base and managements experience in,and knowledge of,our industry andcompetitive landscape.In addition,the discussion herein regarding our various markets is based on how wedefine the markets for

41、 our solutions.This prospectus includes industry data that we obtained from periodic industry publications.Although webelieve the market and industry data,forecasts and projections included in this prospectus are reliable,wehave not independently verified any data from third-party sources,nor have w

42、e ascertained the underlyingeconomic assumptions relied upon therein.Assumptions and estimates of our and our industrys futureperformance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors,including those described in“Risk Factors.”These and other factors co

43、uld cause our future performance todiffer materially from our assumptions and estimates.See“Cautionary Note Regarding Forward-LookingStatements.”The sources of these periodic industry publications are provided below:Federal Reserve Bank of New York,Center for Microeconomic Data,Quarterly Report on H

44、ouseholdDebt and Credit,February 2025;Equifax,U.S.National Consumer Credit Trends Report:Originations,January 2025;Kroll Bond Rating Agency,U.S.Auto Loan ABS Indices:March 2025;Federal Reserve Bank of St.Louis,Charge-Off Rate on Other Consumer Loans,All CommercialBanks,accessed March 2025;Government

45、 of Canada,2019 and 2024 Insolvency Statistics in Canada,accessed March 2025;Statistics Canada,Table 36-10-0639-01 Credit liabilities of households(x 1,000,000),accessedMarch 2025;Transunion Credit Industry Insights Report,Quarterly Overview of Consumer Credit Trends Releasedby TransUnion Canada,Fou

46、rth Quarter 2019;Transunion Credit Industry Insights Report,Quarterly Overview of Consumer Credit Trends Releasedby TransUnion Canada,Fourth Quarter 2020;Transunion Credit Industry Insights Report,Quarterly Overview of Consumer Credit Trends Releasedby TransUnion Canada,Fourth Quarter 2023;Transunio

47、n Credit Industry Insights Report,Quarterly Overview of Consumer Credit Trends Releasedby TransUnion Canada,Second Quarter 2024;Bank of England,Bankstats tables,accessed March 2025;Bank of England,LPMBI2O Database,accessed March 2025;Ofcom,Pricing trends for communications services in the UK,Decembe

48、r 2024;Ofgem,Debt and Arrears Indicators,Q4 2024;andSuperintendencia Financiera de Colombia,Evolucin cartera de crditos,accessed March 2025.ii2025/5/22 09:38tm2430355-8_s1-none-86.4792627shttps:/www.sec.gov/Archives/edgar/data/2046042/000110465925051664/tm2430355-8_s1.htm5/291TABLE OF CONTENTS TRADE

49、MARKS AND COPYRIGHTSWe own or have rights to trademarks,service marks or trade names that we use in connection with theoperation of our business,including,but not limited to,Jefferson Capital Systems,LLC,CreditLogistics,PrecisionHandler Solution,BankruptcyStream,VeriCredit and OptimizedOffer Solutio

50、n.In addition,wehave trademark and service mark rights to our names,logos and website names and addresses.Othertrademarks,service marks and trade names referred to in this prospectus are the property of their respectiveowners.Solely for convenience,in some cases,the trademarks,service marks and trad

51、e names referred toin this prospectus may appear without the symbol and symbol,but such references are not intended toindicate,in any way,that we will not assert,to the fullest extent under applicable law,our rights or the right ofthe applicable licensor to these trademarks,service marks or trade na

52、mes.BASIS OF PRESENTATIONOrganizational StructureOur business operations have generally been conducted through Jefferson Capital Holdings,LLC and itssubsidiaries.JCAP TopCo,LLC is a holding company and the direct parent of Jefferson Capital Holdings,LLC.Jefferson Capital,Inc.,the issuer in this offe

53、ring,was formed in connection with this offering and has notengaged in any business or other activities other than those incidental to its formation,the reorganizationtransactions described herein and the preparation of this prospectus and the registration statement of whichthis prospectus forms a p

54、art.Following a series of transactions that we will engage in immediately prior to thecompletion of this offering,which we refer to collectively as the“Reorganization,”Jefferson Capital,Inc.willbecome a holding company with no material assets other than 100%of the equity interests in JCAP TopCo,LLC,

55、which will remain a holding company with no material assets other than 100%of the equity interests inJefferson Capital Holdings,LLC.Jefferson Capital,Inc.will also succeed to federal net operating losses(“NOLs”),state NOLs and tax credit carryforwards under Section 381 of the Internal Revenue Code o

56、f 1986,as amended(the“Code”)as a result of its acquisition in the Reorganization of certain affiliated corporationsthat held direct or indirect equity interests in JCAP TopCo,LLC.As indirect parent of Jefferson CapitalHoldings,LLC following the Reorganization and this offering,Jefferson Capital,Inc.

57、will operate and controlall of the business and affairs,and consolidate the financial results of,Jefferson Capital Holdings,LLC and itssubsidiaries.See“Reorganization”for a more detailed description of the Reorganization and a chart depictingour corporate structure after giving effect to the Reorgan

58、ization and this offering.Except where the context otherwise requires or where otherwise indicated,the terms“Jefferson Capital,”“we,”“us,”“our,”“our company,”“Company”and“our business”refer,prior to the Reorganization,to JeffersonCapital Holdings,LLC and its consolidated subsidiaries,and after the R

59、eorganization,to Jefferson Capital,Inc.and its consolidated subsidiaries.Presentation of Financial InformationExcept where otherwise indicated,the consolidated financial statements and summary historical consolidatedfinancial data included in this prospectus are those of Jefferson Capital Holdings,L

60、LC,as the predecessor ofthe issuer,and do not give effect to the Reorganization.The consolidated financial statements of JeffersonCapital Holdings,LLC as of and for the years ended December 31,2024 and 2023 included in thisprospectus have been audited in accordance with the standards of the Public C

61、ompany Accounting OversightBoard(“PCAOB”).The summary consolidated financial data of Jefferson Capital Holdings,LLC as of and forthe years ended December 31,2022,2021,2020 and 2019 have been derived from Jefferson CapitalHoldings,LLCs consolidated financial statements not included in this prospectus

62、.Additionally,effectiveJanuary 1,2022,Jefferson Capital Holdings,LLC prospectively adopted the following accounting standards:(i)ASU 2016-02,“Leases(Topic 842)Section ALeases:Amendments to the FASB Account StandardsCodification”(“ASU 2016-02”),which generally requires that a lessee should recognize

63、both a liability forfuture lease payments and a right-of-use asset representing its right to use the underlying asset for the leaseterm on the balance sheet,and(ii)ASC 326Financial InstrumentsCredit Losses(“ASC 326”),commonlyreferred to as the Current Expected Credit Loss(“CECL”)standard,which gener

64、ally requires companies torecord a lifetime estimate of expected credit losses upon origination or purchase of a loan held at amortizedcost.Due to the difference in standards,the financial data included in this prospectus for the years ended iii2025/5/22 09:38tm2430355-8_s1-none-86.4792627shttps:/ww

65、w.sec.gov/Archives/edgar/data/2046042/000110465925051664/tm2430355-8_s1.htm6/291TABLE OF CONTENTS December 31,2024,2023 and 2022 may not necessarily be comparable to the financial data for the yearsended December 31,2021,2020 and 2019.We acquired Canaccede Financial Group(“Canaccede”)in March 2020(t

66、he“Canaccede Acquisition”).Ourfinancial results for the years ended December 31,2024,2023,2022 and 2021 include 12 months ofoperations of Canaccede,compared to 10 months for the year ended December 31,2020 and zero monthsfor the year ended December 31,2019.The unaudited pro forma consolidated financ

67、ial information of Jefferson Capital,Inc.presented in thisprospectus has been derived by the application of pro forma adjustments to the historical consolidatedfinancial statements of Jefferson Capital Holdings,LLC included elsewhere in this prospectus.These proforma adjustments give effect to the R

68、eorganization and the completion of this offering and the application ofthe net proceeds therefrom as described in the section titled“Use of Proceeds”.The unaudited pro formaconsolidated balance sheet as of March 31,2025 assumes these transactions occurred on March 31,2025.The unaudited pro forma co

69、nsolidated statements of operations and comprehensive income for the threemonths ended March 31,2025 and the year ended December 31,2024 present the pro forma effect of thesetransactions as if they occurred on January 1,2024.See“Unaudited Pro Forma Consolidated FinancialInformation”for a detailed de

70、scription of the adjustments and assumptions underlying the pro formaconsolidated financial information included in this prospectus.Unless otherwise indicated,all references to our financial information are to the consolidated financialinformation of the Jefferson Capital Holdings,LLC,and references

71、 to“dollars”and“$”in this prospectus areto,and amounts are presented in,U.S.dollars.Certain monetary amounts,percentages and other figures included in this prospectus have been subject torounding adjustments.Accordingly,figures shown as totals in certain tables or charts and figures expressedas perc

72、entages in the text may not total 100%or,as applicable,when aggregated may not be the arithmeticaggregation of the percentages that precede them.NON-GAAP FINANCIAL MEASURES AND OTHER DATAWe use adjusted net income and adjusted EBITDA,each of which is a financial measure not calculated inaccordance w

73、ith generally accepted accounting principles in the United States(“GAAP”),to supplement ourconsolidated financial statements,which are presented in accordance with GAAP.Our management believesadjusted net income and adjusted EBITDA help us provide enhanced period-to-period comparability ofoperations

74、 and financial performance and are useful to investors as other companies in our industry reportsimilar financial measures.See“Prospectus SummarySummary Consolidated Financial and OperatingInformation”and“Managements Discussion and Analysis of Financial Condition and Results of OperationsKey Busines

75、s Metrics and Non-GAAP Financial Measures”for the definitions of adjusted net income andadjusted EBITDA and related disclosure.Adjusted net income and adjusted EBITDA have limitations as analytical tools,and you should not considerthem in isolation,or as substitutes for analysis of our financial res

76、ults prepared in accordance with GAAP.Some of these limitations are:adjusted net income and adjusted EBITDA do not reflect our future requirements for capitalexpenditures or contractual commitments;adjusted net income and adjusted EBITDA do not reflect changes in,or cash requirements for,ourworking

77、capital needs;adjusted EBITDA does not reflect the interest expense,or the cash requirements necessary to makeinterest or principal payments,on our debts;although depreciation and amortization are non-cash charges,the assets being depreciated andamortized will often have to be replaced in the future

78、,and adjusted EBITDA does not reflect any cashrequirements for such replacements;andother companies in our industry may calculate adjusted net income and adjusted EBITDA differentlythan we do,limiting their usefulness as comparative measures.iv2025/5/22 09:38tm2430355-8_s1-none-86.4792627shttps:/www

79、.sec.gov/Archives/edgar/data/2046042/000110465925051664/tm2430355-8_s1.htm7/291TABLE OF CONTENTS Because of these limitations,adjusted net income and adjusted EBITDA should not be considered asmeasures of discretionary cash available to us to invest in the growth of our business.Throughout this pros

80、pectus,we also provide a number of key business metrics used by management andtypically used by our competitors in our industry.These and other key business metrics are discussed in moredetail in the section titled“Managements Discussion and Analysis of Financial Condition and Results ofOperationsKe

81、y Business Metrics and Non-GAAP Financial Measures.”v2025/5/22 09:38tm2430355-8_s1-none-86.4792627shttps:/www.sec.gov/Archives/edgar/data/2046042/000110465925051664/tm2430355-8_s1.htm8/291TABLE OF CONTENTS GLOSSARY“buybacks”refers to the purchase price refunded by the seller due to the return of ine

82、ligible or otherwiserepurchased accounts.“cash efficiency ratio”is defined as(a)the sum of(i)collections,(ii)Servicing revenue,and(iii)Credit cardrevenue,minus(b)total operating expenses,all divided by(c)the sum of(i)collections,(ii)Servicingrevenue,and(iii)Credit card revenue,each for the relevant

83、period.“CFPB”refers to the Consumer Financial Protection Bureau.“CMS”refers to our Compliance Management System.We have developed CMS to ensure compliance withall applicable laws,regulations,and industry best practices.“collections”refers to collections on our owned finance receivables portfolios an

84、d recoveries on our creditcard origination charge-offs.“collections including servicing”refers to collections and servicing collections.“cost-to-collect”refers to collection related expenses,excluding court costs,depreciation and amortization,professional fees and other expenses not directly related

85、 to current period collections,as a percentage ofcollections,including servicing collections.“deployments”refers to all portfolios purchased in the ordinary course and excludes those added as a resultof a business acquisition.“estimated remaining collections”or“ERC”refers to the undiscounted sum of

86、all future projected collectionson our owned finance receivables portfolios.“forward flow agreements”refers to contractual agreements to purchase future portfolios on a periodic basisat a pre-determined price where portfolios meet pre-defined portfolio characteristics.“forward flow sales”refers to a

87、cquisitions through forward flow agreements.“high street banks”refers to large banking institutions in the United Kingdom that provide retail bankingservices to consumers and small-and medium-sized businesses.“insolvency”accounts or portfolios refer to accounts or portfolios of receivables that are

88、in an insolvent statuswhen we purchase them and as such are purchased as a pool of insolvent accounts.These accounts includeConsumer Proposals in Canada and bankruptcy accounts in the United States and Canada.“portfolio purchase”refers to a portfolio purchased or deployed,excluding those added as a

89、result of abusiness acquisition.“principal amortization”refers to collections applied to principal on owned finance receivables.“purchase price”refers to the cash paid to a seller to acquire nonperforming loans.“purchase price multiple”refers to the total estimated collections on owned finance recei

90、vables portfolios,without making any deduction for our cost-to-collect,divided by the purchase price,without factoring in theimpact of leverage on the returns achieved.“recoveries”refers to collections plus buybacks and other adjustments.“Revolving Credit Facility”refers to that certain Credit Agree

91、ment,dated as of May 21,2021,by and amongCL Holdings,LLC,a Georgia limited liability company,Jefferson Capital Systems,LLC,a Georgia limitedliability company,JC International Acquisition,LLC,a Georgia limited liability company,CFG Canada FundingLLC,a Delaware limited liability company,Citizens Bank,

92、N.A.,as administrative agent,and the lenders fromtime-to-time party thereto,as amended by Amendment No.1 to the Credit Agreement,dated as ofDecember 28,2021,Amendment No.2 to the Credit Agreement,dated as of February 28,2022,AmendmentNo.3 to the Credit Agreement,dated as of April 26,2023,Amendment N

93、o.4 to the Credit Agreement,datedas of vi2025/5/22 09:38tm2430355-8_s1-none-86.4792627shttps:/www.sec.gov/Archives/edgar/data/2046042/000110465925051664/tm2430355-8_s1.htm9/291TABLE OF CONTENTS September 29,2023,Amendment No.5 to the Credit Agreement,dated as of June 3,2024,Amendment No.6 to the Cre

94、dit Agreement,dated as of November 13,2024 and as further amended,restated,amended andrestated,supplemented or otherwise modified from time to time.“servicing collections”refers to collection services provided to third-party receivable owners where we receivea fee for the collection of accounts plac

95、ed with us.“spot sales”refers to the sale of receivables in a single purchase transaction.“ValuTiers”refers to the Companys internally-developed and proprietary account segmentation model usedto create homogenous account placements across portfolios to optimize collections and our cost-to-collect.vi

96、i2025/5/22 09:38tm2430355-8_s1-none-86.4792627shttps:/www.sec.gov/Archives/edgar/data/2046042/000110465925051664/tm2430355-8_s1.htm10/291TABLE OF CONTENTS PROSPECTUS SUMMARYThis summary highlights selected information contained in greater detail elsewhere in this prospectus.Thissummary is not comple

97、te and does not contain all of the information you should consider in making yourinvestment decision.Before investing in our common stock,you should carefully read this entire prospectus.You should carefully consider,among other things,the sections titled“Risk Factors,”“Cautionary NoteRegarding Forw

98、ard-Looking Statements”and“Managements Discussion and Analysis of FinancialCondition and Results of Operations”and our consolidated financial statements and the related notesincluded elsewhere in this prospectus.OverviewWe are a leading analytically driven purchaser and manager of charged-off and in

99、solvency consumeraccounts with operations primarily in the United States,Canada,the United Kingdom and Latin America.Theaccounts we purchase are primarily the unpaid obligations of individuals owed to credit grantors,whichinclude banks,non-bank consumer lenders,auto finance companies,utilities and t

100、elecom companies.Ourcore competency is the effective management of the collections function in strict compliance with applicablelaws and regulations.We enable our clients to focus their operations on the origination of new loans to newcustomers and to better serve their active customers,while also e

101、nabling consumers to resolve their existingobligations based on their current financial circumstances as they improve their financial health.We purchasenonperforming consumer loans and receivables at a discount to their face value across a broad range offinancial assets,including where the account h

102、older has initiated a bankruptcy proceeding,or an equivalentproceeding in Canada or the United Kingdom.We manage the loans and receivables by working with theaccount holders as they repay their obligations and work toward financial recovery.The following charts present a breakdown of our investment

103、activity by asset class,by business line and bygeography for the year ended December 31,2024:For the years ended December 31,2024 and 2023,and the three months ended March 31,2025,wereported net income of$128.9 million,$111.5 million and$64.2 million,respectively,and$242.1 million,$168.2 million and

104、$92.0 million of adjusted EBITDA,respectively.For additional information regardingadjusted EBITDA,a non-GAAP financial measure,see“Summary Consolidated Financial and OperatingInformationKey Business Metrics and Non-GAAP Financial Measures”and“Managements Discussionand Analysis of Financial Condition

105、 and Results of OperationsKey Business Metrics and Non-GAAPFinancial MeasuresAdjusted EBITDA.”The following charts summarize our annual revenue,net operatingincome,net income and adjusted EBITDA since 2019:12025/5/22 09:38tm2430355-8_s1-none-86.4792627shttps:/www.sec.gov/Archives/edgar/data/2046042/

106、000110465925051664/tm2430355-8_s1.htm11/291TABLE OF CONTENTS As of March 31,2025,we had$2,837.9 million in ERC,up 3.4%compared to December 31,2024.Over thecourse of 2025 and 2026,we expect to collect$1,420.1 million,or 50.0%of our total ERC.The followingcharts present the geographic breakdown of our

107、 current ERC as well as the breakdown by year as ofMarch 31,2025:Note:ERC refers to the undiscounted sum of all future projected collections on our owned finance receivables portfolios.For further information,seethe section titled“Managements Discussion and Analysis of Financial Condition and Result

108、s of OperationsKey Business Metrics and Non-GAAPFinancial MeasuresKey Business MetricsEstimated Remaining Collections.”We believe we have successfully navigated over 22 years of credit cycle fluctuations,changing marketdynamics and evolving regulatory framework.During this time,we grew our collectio

109、ns through a combinationof organic growth and the integration of several strategic acquisitions that have provided us with long-termconsumer payment performance data in what we believe are attractive markets so we can price and analyzenew deployments with confidence.A summary of our annual collectio

110、ns by region in the United States,theUnited Kingdom,Canada and Latin America is presented in the chart below:22025/5/22 09:38tm2430355-8_s1-none-86.4792627shttps:/www.sec.gov/Archives/edgar/data/2046042/000110465925051664/tm2430355-8_s1.htm12/291TABLE OF CONTENTS Collections exclude forward flow pur

111、chases that were resold shortly after the purchase thereof and do not reflect typical collection multiplesbecause there is no cost-to-collect for accounts that are resold.Excludes credit card collections from zero basis accounts associated with ourEmblem Brand Credit Card and Fidem Finance,Inc.Durin

112、g these years,we have utilized our data to deploy capital at what we believe are attractive returns in theUnited States and the United Kingdom.The platforms we acquired in Canada and Latin America provided uswith 10 to 15 years of data and experience deploying in local markets that have helped us sc

113、ale in theseregions with confidence in our underwriting.Beginning in the fourth quarter of 2022,we started to see one ofthe strongest deployment environments in our history,driven by the U.S.market.A summary of ourdeployments by region in the United States,the United Kingdom,Canada and Latin America

114、 are presented inthe chart below:3(1)2025/5/22 09:38tm2430355-8_s1-none-86.4792627shttps:/www.sec.gov/Archives/edgar/data/2046042/000110465925051664/tm2430355-8_s1.htm13/291TABLE OF CONTENTS Our MarketsWe operate in four geographic markets that also represent our reportable segments:the United State

115、s,wherewe have over 22 years of debt purchase experience and which represents$2,155.2 million,or 75.9%,of ourERC as of March 31,2025;Canada,where we entered the market in 2020 through the acquisition ofCanaccede,which has operated in Canada for over 16 years,and represents$317.8 million,or 11.2%,of

116、ourERC as of March 31,2025;the United Kingdom,where we have 15 years of operating experience and whichrepresents$146.4 million,or 5.2%,of our ERC as of March 31,2025;and Latin America,where we enteredthe market in 2021 and significantly expanded our presence in 2022 through the acquisition of the as

117、sets andcertain entities of Refinancia,which has operated in Colombia for over 15 years,and represents$218.5 million,or 7.7%,of our ERC as of March 31,2025.United StatesThe United States is subject to a complex state,federal and local regulatory framework,which results in themost significant degree

118、of oversight among our respective markets.This has the advantage of creatingsignificant barriers to entry for platforms that lack the best-in-class compliance practices we have developedand employed since our founding.It has also resulted in substantial and ongoing industry consolidation sincethe CF

119、PB was formed in 2011,a trend that has historically supported our strategic and opportunistic mergerand acquisition activity.In addition to rigorous governmental oversight,our clients typically seek to protecttheir brand equity by imposing stringent onboarding requirements,regular compliance auditin

120、g and oversight,and choosing to sell only to debt buyers with the strongest track records for compliance.In the United States,we primarily focus on acquiring and servicing accounts in consumer asset classes thatare large and growing but also underpenetrated by other debt buyers.Examples include cons

121、umerinstallment loans,telecom receivables,auto finance loans,utilities receivables and small balance credit cardreceivables.We also opportunistically purchase nonperforming prime-originated large-balance credit cardreceivables,that certain other major debt purchasers in the United States focus prima

122、rily on,when we candeploy capital at attractive returns.Through years of purchasing and servicing of accounts,we have gathereda substantial amount of proprietary consumer data,which enables us to more precisely value these opaqueassets,develop unique collections strategies,and engage in more efficie

123、nt and effective collections activities.Our advantages from proprietary data,compliance track record and operational capabilities,in each of ourtarget asset classes,limit competition and create attractive pricing dynamics.We employ a disciplinedapproach to determine how to allocate capital and choos

124、e to focus on markets where we believe we obtainhigh risk-adjusted returns.We estimate the 2024 annual total addressable market(“TAM”)for the U.S.market to be approximately$167.8 billion based on the cumulative estimated annual face value of charge-offs for the asset classes listedbelow,which we hav

125、e estimated annual face value charged-off based on estimated or reported outstandingbalances as of December 31,2024 and assumed loss rate proxies.We estimate that the TAM for the U.S.market was$115.7 billion in 2019,representing a cumulative 2019 to 2024 growth rate of 45.1%.2019 FULL YEAR MARKET 20

126、24 FULL YEAR MARKET ESTIMATED ANNUAL ESTIMATED ANNUAL 20192024%CHANGE 2019BALANCES CHARGE-OFFRATIO MARKETCHARGE-OFFS 2024BALANCES CHARGE-OFFRATIO MARKETCHARGE-OFFS BALANCES CHARGE-OFFS ($IN BILLIONS)Auto loans$1,331.0 2.9$39.2$1,655.0 2.8$46.0 24.3 17.4 Non-prime 399.8 8.4 33.5 429.9 8.9 38.2 7.5 14

127、.0 Prime 931.2 0.6 5.7 1,225.1 0.6 7.8 31.6 37.1 Personal loans 432.0 3.3 14.3 554.0 4.4 24.5 28.2 71.4 Non-prime 155.5 7.6 11.8 188.4 10.8 20.3 21.1 71.6 Prime 276.5 0.9 2.5 365.6 1.2 4.2 32.2 70.4 Telecom andutilities 37.6 9.5 3.6 58.4 8.5 5.0 55.4 39.6 Student loans 1,508.0 0.5 8.0 1,615.0 1.0 16

128、.9 7.1 112.0 4(1)%(2)%(3)%(4)%2025/5/22 09:38tm2430355-8_s1-none-86.4792627shttps:/www.sec.gov/Archives/edgar/data/2046042/000110465925051664/tm2430355-8_s1.htm14/291(1)TABLE OF CONTENTS 2019 FULL YEAR MARKET 2024 FULL YEAR MARKET ESTIMATED ANNUAL ESTIMATED ANNUAL 20192024%CHANGE 2019BALANCES CHARGE

129、-OFFRATIO MARKETCHARGE-OFFS 2024BALANCES CHARGE-OFFRATIO MARKETCHARGE-OFFS BALANCES CHARGE-OFFS ($IN BILLIONS)Credit cards 927.0 5.5 50.6 1,211.0 6.2 75.4 30.6 48.9 Non-prime 188.9 12.6 23.7 170.8 15.6 26.6 (9.6 12.4 Prime 738.1 3.7 26.9 1,040.2 4.7 48.8 40.9 81.1 Total UnitedStates$4,235.6 2.7$115.

130、7$5,093.4 3.3$167.8 20.3 45.1 Source:Federal Reserve Bank of New York,Kroll Bond Rating Agency“U.S.Auto Loan ABS Index.”Source:Federal Reserve Bank of New York,Equifax“U.S.National Consumer Credit Trends Report:Originations,”Transunion,FederalReserve Bank of St.Louis,company filings of personal loan

131、 originators.Source:The sum or average of the three largest U.S.holders of telecom receivables that publicly report such data.Utilities figures areexcluded due to lack of available data.Source:Federal Reserve Bank of New York for the aggregate balances,and company filings of three of the largest hol

132、ders of student loans inthe United States for the average loss ratio.Source:Federal Reserve Bank of New York,Equifax“U.S.National Consumer Credit Trends Report:Originations,”Transunion,FederalReserve Bank of St.Louis,FFIEC 041 Call Reports of bank originators of credit cards.We estimate our share of

133、 the U.S.market illustrated above to be approximately 4.1%in aggregate based onthe total face value of distressed or insolvent accounts we purchased in 2024,an increase from our estimatedshare of 2.9%in 2019.We believe our share is considerably larger in telecom than other asset classes.Because the

134、U.S.government does not sell its distressed or insolvent student loan accounts,our share ofthat market is much smaller.Some of the largest credit card originators in the United States also do not selltheir receivables today,so our share of that market is also smaller.2019 FULL YEAR 2024 FULL YEAR 20

135、192024 CHANGE FACE VALUEPURCHASED SHARE OF TAM FACE VALUEPURCHASED SHARE OF TAM%FACE VALUEPURCHASED SHARE OF TAM ($IN BILLIONS)Auto loans$1.3 3.4$1.0 2.1 (28.1 (1.3 Personal loans 0.7 5.1 2.8 11.3 283.1 6.2 Telecom and utilities 0.8 21.9 1.2 24.4 55.2 2.5 Student loans 0.0 0.2 0.0 0.0 NM (0.2 Credit

136、 cards 0.5 0.9 1.9 2.6 331.3 1.7 Total United States$3.3 2.9$6.9 4.1 108.9 1.2 “NM”not meaningfulExcludes performing assets acquired in the Conns Portfolio Purchase(as defined below)with aggregate face value of$567 million.We have grown organically in the United States with collections growing at a

137、13.9%compound annual growthrate to$420.3 million in 2024 from$219.6 million in 2019.In addition to the significant market opportunity in nonperforming consumer finance receivables,there is amuch larger opportunity in certain segments of performing consumer finance receivables which includehigher ris

138、k performing loans and loan portfolios in runoff where we have historically deployed capital atattractive returns.We benefited from being able to provide a one-stop liquidity solution to issuers of consumercredit by purchasing both performing and nonperforming finance receivables originated by them.

139、We have four offices in the United States:Minneapolis,Minnesota,Sartell,Minnesota,Denver,Colorado andSan Antonio,Texas.As of March 31,2025,we had 730.1 full-time equivalents(“FTE”)dedicated to our U.S.business,which includes 359.1 FTE in offshore locations.5(5)%)%(1)(2)(3)(4)(5)%)%)%(1)%)%2025/5/22

140、09:38tm2430355-8_s1-none-86.4792627shttps:/www.sec.gov/Archives/edgar/data/2046042/000110465925051664/tm2430355-8_s1.htm15/291TABLE OF CONTENTS Conns Portfolio PurchaseOn October 2,2024,Jefferson Capital Systems,LLC entered into that certain Asset Purchase Agreementwith Conns,Inc.(“Conns”),a home go

141、ods retailer that sold its goods primarily on credit to a non-primecustomer base throughout the Southeastern United States,Conn Appliances,Inc.,Conn Credit Corporation,Inc.,Conn Credit I,LP,CARF COL LLC,W.S.Badcock LLC,W.S.Badcock Credit LLC pursuant to which weacquired a substantial portfolio of un

142、securitized loans and credit card receivables from Conns(the“ConnsPortfolio Purchase”).The Conns Portfolio Purchase included(i)a personal installment loan portfoliocomprising 199,591 accounts with a nominal face value of$428 million(the“Conns Installment LoanPortfolio”),(ii)a revolving loan portfoli

143、o comprising 85,582 accounts with a nominal face value of$139 million(the revolving period of which was suspended on June 6,2024)(the“Badcock Portfolio”),and(iii)a non-performing loan portfolio comprising 697,936 accounts with a nominal face value of$1.5 billion(the“NPLPortfolio”and,collectively wit

144、h the Conns Installment Loan Portfolio and Badcock Portfolio,the“ConnsPortfolios”)after Conns had declared bankruptcy in July 2024.Additionally,one of our wholly ownedsubsidiaries hired 197 of the former FTEs of Conns on December 4,2024,the day after the Conns PortfolioPurchase closed,to manage and

145、service the Conns Installment Loan Portfolio and the Badcock Portfoliodescribed above through their remaining life and entered into certain vendor contracts to maintain continuityof account servicing.In addition,we were assigned a lease in San Antonio,Texas to ensure that we wouldhave our desired fa

146、cility in place by the closing of the Conns Portfolio Purchase.We acquired certainintellectual property that would allow us to maintain continuity in servicing but that we do not intend to usebeyond the scope of running off the acquired portfolio.We anticipate that our servicing requirements for the

147、seportfolios will scale down as the performing portfolios run off,as we do not intend to continue any ongoingoriginations.In addition,we entered into servicing arrangements pursuant to which we agreed to provideongoing servicing for certain securitized pools of assets,which are also in the runoff.Th

148、e Conns PortfolioPurchase closed on December 3,2024.The net cash paid at closing was approximately$245 million.Wefunded the purchase price by drawing down on our Revolving Credit Facility to acquire approximately$428 million of the Conns Installment Loan Portfolio,$139 million of the Badcock Portfol

149、io and$1.5 billion inface value of the NPL Portfolio,as of the closing date.We attributed approximately$226 million and$12million of the purchase price to the performing loans(i.e.,the Conns Installment Loan Portfolio and theBadcock Portfolio)and the NPL Portfolio,respectively,which represents appro

150、ximately 40%and less than1%of the face value of each portfolio,respectively.While there was significant credit deterioration on much ofthe assets acquired,the primary source and vast majority of the revenue that we expect to generate from the$226 million in purchase price attributed to the$567 milli

151、on of performing loans(i.e.,$428 million plus$139million)will be from accretion of the discount generated by the purchase price at 40%of the face value of theloans.With respect to the$341 million discount to face value on the performing loans(i.e.,$567 million minus$226 million),we booked a credit m

152、ark of$251 million and an interest rate mark of$89 million.As of March31,2025,our total ERC includes$304.9 million from the Conns Portfolio Purchase.The Conns Portfolio Purchase leverages our core competency in managing distressed performing andnonperforming accounts.While the majority of the perfor

153、ming accounts were not charged-off,they hadelevated credit risk partly due to the closure of the retail stores and the bankruptcy of Conns.In recentperiods,we have seen more opportunities,such as the Conns Portfolio Purchase,to acquire large mixedportfolios of performing and nonperforming accounts,a

154、nd we see that as an attractive area of potentialgrowth for our investment activity going forward.Historical PerformanceThe charts below summarize the U.S.portfolio performance since our formation.Between 2003 and 2010,weundertook a cautious approach to invest relatively small amounts as we aggregat

155、ed data and developed andrefined our modeling,pricing and collection strategies.Our growing U.S.collections have supported ouroverall cash flow profile and stable returns,and our cumulative collections have consistently outperformed theoriginal forecast,demonstrating the accuracy of our modeling and

156、 our ability to improve performance overtime relative to the capabilities we have at the time of initial portfolio purchases.62025/5/22 09:38tm2430355-8_s1-none-86.4792627shttps:/www.sec.gov/Archives/edgar/data/2046042/000110465925051664/tm2430355-8_s1.htm16/291TABLE OF CONTENTS Note:Vintage data ex

157、cludes forward flow purchases that were resold shortly after purchase and do not reflect typical collection multiples as there isno cost-to-collect for accounts that were resold.Forward flow purchases that were resold after purchase began in 2005 and ended in 2008.CanadaWe entered the Canadian marke

158、t through the acquisition of Canaccede in March 2020,and we havemaintained the Canaccede brand name for our business in Canada.We are the largest purchaser ofnonperforming and insolvent consumer receivables in Canada.We maintain forward flow agreements with three out of the five largest banks in Can

159、ada,and the other twolargest banks in Canada do not currently sell their distressed or insolvent accounts.We estimate the 2024 annual TAM for the Canadian market of approximately$5.1 billion based on thecumulative estimated annual face value of charge-offs the asset classes listed below,which we hav

160、eestimated based on estimated or reported outstanding balances and the reported balance delinquency rate.We estimate that the TAM for the Canadian market was$3.9 billion in 2019,representing a cumulative 2019to 2024 growth rate of 29.4%,reflecting modest receivable growth and relatively stable delin

161、quency rates oncredit cards due in part to unprecedented government stimulus and support for the consumer that lingeredfollowing the COVID-19 pandemic.2019 FULL YEAR MARKET 2024 FULL YEAR MARKET ESTIMATED ANNUAL ESTIMATED ANNUAL 20192024%CHANGE 2019BALANCES CHARGE-OFFRATIO MARKETCHARGE-OFFS 2024BALA

162、NCES CHARGE-OFFRATIO MARKETCHARGE-OFFS FACEVALUE CHARGE-OFFS ($IN BILLIONS)Auto loans$62.9 0.8$0.5$72.2 0.8$0.6 14.8 11.8 Personal loans 29.6 1.2 0.4 39.0 1.6 0.6 31.8 76.2 Telecom and utilities 4.3 10.0 0.4 9.1 6.8 0.6 111.3 45.3 Credit cards 62.5 1.0 0.6 79.1 1.1 0.9 26.5 43.1 Insolvencies NA NA 2

163、.0 NA NA 2.4 NA 18.4 Total Canada$159.3 1.2$3.9$199.4 1.3$5.1 25.2 29.4 Note:All figures converted to USD at the exchange rate of$0.69766 per Canadian dollar as of March 20,2025.7(1)(2)%(1)(2)%(3)%(1)(2)%(4)%(5)%2025/5/22 09:38tm2430355-8_s1-none-86.4792627shttps:/www.sec.gov/Archives/edgar/data/204

164、6042/000110465925051664/tm2430355-8_s1.htm17/291TABLE OF CONTENTS Source:Statistics Canada for face value figures;includes non-mortgage loans from chartered banks,excluding unincorporated business;excludes non-mortgage loans from non-banks due to lack of asset type breakdown.Source:TransUnion for ch

165、arge-offs figures;reflects 60+days past due(“DPD”)balance delinquency rate for auto loans and personal loansand 90+DPD for credit cards for Q4 2019 and Q4 2024.Telecom figures depict total amount of net customer receivables,60 days past billing date for Bell Canada,Rogers Communications Inc.,andTELU

166、S Corporation;utilities figures excluded due to lack of available data.Source:Government of Canada,2019 and 2024 Insolvency Statistics in Canada for number of consumer insolvencies;assumes$C15,000average nonmortgage liabilities per consumer insolvency in 2019 and adjusted for CPI(Source:Statistics C

167、anada for CPI data)to 2024.Charge-off ratio for 2019 and 2024 excludes insolvencies.We estimate our share of the Canadian market illustrated above to be approximately 24.6%in aggregatebased on the total face value of distressed or insolvent accounts we purchased in 2024,or$1.3 billion,afternot havin

168、g any market share in 2019,which was before we entered the Canadian market through theacquisition of Canaccede.Because we are the largest purchaser of nonperforming and insolvent consumerreceivables in Canada,the most significant opportunity to increase our market share in Canada is byincreasing the

169、 proportion of credit grantors who sell their nonperforming and insolvent consumer receivablesand by purchasing more in asset classes where we are already a market leader in the United States.2019 FULL YEAR 2024 FULL YEAR 20192024 CHANGE FACE VALUEPURCHASED SHARE OF TAM FACE VALUEPURCHASED SHARE OF

170、TAM%FACE VALUEPURCHASED SHARE OF TAM ($IN BILLIONS)Auto loans$0.2 29.2 NM 29.2 Personal loans 0.1 14.3 NM 14.3 Telecom and utilities 0.0 0.7 NM 0.7 Credit cards 0.5 61.5 NM 61.5 Insolvencies 0.5 18.9 NM 18.9 Total Canada$1.3 24.6 NM 24.6 “NM”not meaningfulCanaccede historically focused on bank-purch

171、ased portfolios,which include credit cards,unsecured personalinstallment loans and auto deficiencies.Since the acquisition of Canaccede more than four years ago,wehave deployed our analytical framework and proprietary collection strategies to enter the telecom and utilitiesasset classes and the secu

172、red auto asset class.We have significantly broadened Canaccedes base ofclients to cover four out of the six largest banks in Canada(with the other two major banks currently notselling charged-off accounts),and we have established forward flow agreements with several other majorcredit originators in

173、Canada.We have two offices in Canada:Toronto,Ontario and London,Ontario.As of March 31,2025,we had101.8 FTE in Canada,which includes 36.5 FTE in Mumbai,India primarily focused on insolvency processingand IT support.Historical PerformanceThe charts below summarize the Canada portfolio performance sin

174、ce the formation of Canaccede in 2008,including results from prior to our acquisition of the business in 2020.The majority of Canadian purchaseshave been in insolvencies,which have a lower collection multiple,but also meaningfully lower cost-to-collectrelative to distressed portfolios,resulting in a

175、 similar net return.In 2016,Canaccede entered into a largeinsolvency forward flow agreement but deployments have declined since,mainly due to a market-widedecline in distressed and insolvent loans.In 2022 and 2023,volumes started to normalize,and Canaccedehas added clients and returned to growth in

176、2024.Our Canadian portfolios have demonstrated consistentlystrong performance relative to our original forecast,with insolvency purchases generally having a higher levelof predictability of collections and a much lower cost-to-collect relative to distressed purchases.8(1)(2)(3)(4)(5)%2025/5/22 09:38

177、tm2430355-8_s1-none-86.4792627shttps:/www.sec.gov/Archives/edgar/data/2046042/000110465925051664/tm2430355-8_s1.htm18/291TABLE OF CONTENTS United KingdomOur purchasing activity in the United Kingdom is focused primarily on utilities and telecom accounts as wellas installment loans that are principal

178、ly used to finance point-of-sale purchases.We believe we are thelargest purchaser of nonperforming telecom and utilities receivables in the United Kingdom.We have nothistorically engaged in the larger bank credit card charge-off market,where competition has made availablereturns unattractive,but we

179、believe there may be an opportunity to grow into this market as over-leveredcompetitors have been under strain and have pulled back.Our platform offers debt purchase through JCInternational Acquisition,LLC,third-party contingency servicing capabilities through Creditlink AccountRecovery Solutions Lt

180、d.(“CARS”),consumer reconnection through ResolveCall Ltd.(“ResolveCall”)and legalrecovery through Moriarty Law Limited(“Moriarty”).The majority of our third-party servicing business globallyis in the United Kingdom,partly due to the ResolveCall and Moriarty businesses.This full set of capabilitiescr

181、eates a unique proposition for clients who are evaluating different debt recovery strategies and are lookingto reduce their vendor footprint.We estimate the 2024 annual TAM for the U.K.market of$6.8 billion based on the cumulative TAM of theasset classes listed below,which we have estimated based on

182、 estimated or reported outstanding balancesand the percentage of write-offs.We estimate that the TAM for the U.K.market was$5.8 billion in 2019,representing a cumulative 2019 to 2024 growth rate of 17.5%.92025/5/22 09:38tm2430355-8_s1-none-86.4792627shttps:/www.sec.gov/Archives/edgar/data/2046042/00

183、0110465925051664/tm2430355-8_s1.htm19/291TABLE OF CONTENTS 2019 FULL YEAR MARKET 2024 FULL YEAR MARKET ESTIMATED ANNUAL ESTIMATED ANNUAL 20192024%CHANGE 2019FACE VALUE CHARGE-OFFRATIO MARKETCHARGE-OFFS 2024FACEVALUE CHARGE-OFFRATIO MARKETCHARGE-OFFS FACE VALUE CHARGE-OFFS ($IN BILLIONS)Consumer loan

184、s$197.2 1.1$2.1$209.6 0.4$0.7 6.3 (64.7 Telecom andutilities 1.6 4.5 189.0 Credit cards 93.6 2.3 2.1 93.1 1.7 1.6 (0.6 (27.9 Total UnitedKingdom$290.8 2.0$5.8$302.7 2.2$6.8 4.1 17.5 “NM”not meaningfulNote:All figures converted to USD at the exchange rate of$1.2966 per British pound as of March 20,20

185、25.Source:Bank of England.Source:Ofcom(Telecom)and Ofgem(Utilities).Telecom figures reflect total consumer debt in arrears for January 2020 and June 2024.Utilities figures reflect total electric&gas customer debt in arrears for Q4 2019 and Q4 2024;excludes water due to lack of available data.We esti

186、mate our share of the U.K.market illustrated above to be approximately 3.9%in aggregate based onthe total face value of distressed or insolvent accounts we purchased in 2024,an increase from our estimatedshare of 2.1%in 2019.We believe we are the market leader in the telecom and utilities market.We

187、currentlyhave a small share of the market for consumer loans or credit cards and believe we have a significantopportunity to grow our purchasing in those markets going forwards.2019 FULL YEAR 2024 FULL YEAR 20192024 CHANGE FACE VALUEPURCHASED SHARE OF TAM FACE VALUEPURCHASED SHARE OF TAM%FACE VALUEP

188、URCHASED SHARE OF TAM ($IN BILLIONS)Consumer loans$0.0 0.9$0.1 9.4 250.5 8.5 Telecom and utilities 0.1 6.7 0.2 4.3 86.0 (2.4 Credit cards 0.0 0.3 NM 0.3 Total United Kingdom$0.1 2.1$0.3 3.9 115.4 1.8 “NM”not meaningfulWe have grown both organically and inorganically,with U.K.collections growing at a

189、 46.2%compound annualgrowth rate to$39.4 million in 2024 from$5.9 million in 2019.10(1)%)%(2)(3)(4)%(1)%)%)%(1)(2)(3)(4)%)%2025/5/22 09:38tm2430355-8_s1-none-86.4792627shttps:/www.sec.gov/Archives/edgar/data/2046042/000110465925051664/tm2430355-8_s1.htm20/291TABLE OF CONTENTS We have three offices i

190、n the United Kingdom:London,Paisley and Basingstoke.As of March 31,2025,wehad 308.8 FTE dedicated to our U.K.business,which includes 31.4 FTE in Mumbai,India.Historical PerformanceThe charts below summarize the U.K.portfolio performance since our entry in the U.K.market in 2009.Between 2009 and 2018

191、,our purchasing was opportunistic as the competitive environment did not alwaysprovide consistent attractive returns.Beginning in 2019,we established our niche in telecom and utilities andpoint-of-sale installment loans,and we have extended our advantages in these asset classes through ouracquisitio

192、ns of ResolveCall and Moriarty.Our cumulative collections have consistently outperformed theoriginal forecast,demonstrating the accuracy of our modeling and our ability to improve performance overtime relative to the capabilities we have on initial forecast.Latin AmericaOur principal Latin American

193、markets are currently in Colombia,Peru and the Caribbean,where we haveinvestment activity in the Bahamas,Barbados,Belize,the Dominican Republic,Jamaica,the Republic ofTrinidad and Tobago and the Turks and Caicos Islands.In December 2022,we acquired the nonperforming loan assets and certain legal ent

194、ities of Refinancia,aColombian purchaser and servicer with nonperforming loan purchase data covering approximately$2.0 billionin face value and a track record that extends back over 15 years.In 2023,we also entered the Caribbean market by acquiring several legal entities with a back book ofdefaulted

195、 unsecured consumer loans serviced by third-party agencies from Pangea International Group(“Pangea”).Because of the different national footprints,it is difficult to estimate the addressable markets across the wholeof the Latin American region.In Colombia,our largest country exposure in Latin America

196、,we estimate the2024 annual TAM for the Colombian market of approximately$3.4 billion in estimated annual face valuecharged-off based on estimated or reported outstanding balances and past due loan book in 2024.Weestimate that the TAM for the Colombian market was$1.8 billion in 2019,representing a c

197、umulative 2019 to2024 growth rate of 88.1%.112025/5/22 09:38tm2430355-8_s1-none-86.4792627shttps:/www.sec.gov/Archives/edgar/data/2046042/000110465925051664/tm2430355-8_s1.htm21/291TABLE OF CONTENTS 2019 FULL YEAR MARKET 2024 FULL YEAR MARKET ESTIMATED ANNUAL ESTIMATED ANNUAL 20192024%CHANGE 2019FAC

198、E VALUE CHARGE-OFFRATIO MARKETCHARGE-OFFS 2024FACEVALUE CHARGE-OFFRATIO MARKETCHARGE-OFFS FACE VALUE CHARGE-OFFS ($IN BILLIONS)Total Colombia$37.7 4.7$1.8$48.5 6.9$3.4 28.6 88.1 Note:All figures converted to USD at the exchange rate of$0.00024 per Colombian peso as of March 20,2025.Source:Superinten

199、dencia Financiera de Colombia.Face value reflects total consumer debt balance(excluding mortgages)and charge-off ratio reflects past due loan book at December 2019and December 2024.We estimate our share of the Colombian market illustrated above to be approximately 24.5%in aggregatebased on the total

200、 face value of distressed or insolvent accounts we purchased in 2024,or$0.8 billion,afternot having any market share in 2019,which was before we entered the Colombian market.We believe weare now the market leader in the Colombian market.In Colombia,most major credit grantors sell their non-performin

201、g accounts.We believe we have a significant opportunity to grow in Latin America by entering anddeveloping the market for purchasing auto loans,telecom receivables or other asset classes,and by enteringnew Latin American markets going forwards.2019 FULL YEAR 2024 FULL YEAR 20192024 CHANGE FACE VALUE

202、PURCHASED SHARE OF TAM FACE VALUEPURCHASED SHARE OF TAM%FACE VALUEPURCHASED SHARE OF TAM ($IN BILLIONS)Total Colombia$0.8 24.5 NM 24.5 “NM”not meaningfulWhile Latin America is our newest geographic market,we have grown this geographic market rapidly,withLatin America collections growing to$39.0 mill

203、ion in 2024 from$0.8 million in 2021,the year we entered themarket.We have one office in Latin America,in Bogot,Colombia,and run most of our Latin American purchasingand collections through that office.As of March 31,2025,we had seven FTE in that office that overseepurchasing operations,analytics an

204、d management of local third-party servicers.12(1)(2)%(1)(2)%2025/5/22 09:38tm2430355-8_s1-none-86.4792627shttps:/www.sec.gov/Archives/edgar/data/2046042/000110465925051664/tm2430355-8_s1.htm22/291TABLE OF CONTENTS Historical PerformanceThe charts below summarize the Latin American portfolio performa

205、nce since our data begins on Refinancia in2014,including results from prior to our acquisition of its nonperforming loan assets and certain legal entitiesin 2022 and 2023.Our Role Within the MarketOur debt purchasing activity plays an important role in the financial ecosystem,providing credit origin

206、atorswith liquidity through the sale of nonperforming consumer receivables.Many of these lenders are focused onoriginating credit and do not have the capabilities to effectively service underperforming assets.As such,theychoose to rely on debt purchasers who possess the compliance track record,inter

207、nal resources andoperational expertise needed to successfully manage consumers throughout the collections process.Therecovery of delinquent consumer debts that debt purchasing enables mitigates the impact that consumercredit costs would have on borrowing costs.Debt purchasing allows credit originato

208、rs to focus on originatingnew credit and doing so based on more predictable credit costs and operationally manageable collectionprocesses,a vital part of a healthy functioning financial ecosystem and supporting the fair access to credit forconsumers.We customize our strategy of acquiring receivables

209、 for each geography and asset class,including thoseasset classes that have traditionally been underserved by major debt purchasers.While the debt purchasingsector has historically focused on prime-originated large-balance credit card receivables,a unique element ofour strategy has been our full spec

210、trum approach across asset classes.For instance,in auto loans,wepursue opportunities in secured auto loans,unsecured deficiency balances and insolvencies,positioningourselves as a partner and full spectrum solution provider rather than just a bidder on discrete pools ofassets.Whereas Canaccede had n

211、ever historically purchased outside of credit card receivables prior to ouracquisition of the business in 2020,we now have three significant auto loan clients in Canada that we havepurchased from in 2024 and 2025.We also have capabilities in smaller balance receivables,including smallerconsumer inst

212、allment loans,“buy now,pay later”loans,telecom and utilities receivables,and small balancecredit card debt.Certain parts of the installment loan asset class we have focused on,such as“buy now,paylater,”other point of sale financings and fintech originated installment loans have grown more quickly th

213、another asset classes.Whether competing directly with other debt purchasers or targeting niche,underservedasset classes,our investment thesis remains centered on unwavering discipline in adhering to our returnthresholds.Our significant customer database amassed over 20 years,advanced machine learnin

214、g andanalytics capabilities enable us to model returns with a high degree of predictability,allowing us to priceportfolios 132025/5/22 09:38tm2430355-8_s1-none-86.4792627shttps:/www.sec.gov/Archives/edgar/data/2046042/000110465925051664/tm2430355-8_s1.htm23/291TABLE OF CONTENTS accurately and mainta

215、in a consistent,disciplined acquisition strategy.Our advantage in cost-to-collect hasalso allowed us to earn higher returns at the same pricing as other debt buyers with a higher cost-to-collect.We believe we provide significant value to our clients by helping them solve a diverse array of asset cla

216、ssesand geographies through a single counterparty.Our StrengthsWe believe that the following strengths have been essential to our success to date and will continue to beimportant in the future.Strategic focus and leadership position in asset classes with large underlying markets andlow penetrationWe

217、 focus on consumer asset classes that are large and growing but underpenetrated by other large debtbuyers.We have unique operational capabilities in each of our target asset classes and a substantial dataadvantage obtained through over 22 years of operational history,which provide a competitive adva

218、ntage andcreate attractive pricing dynamics.Today,based on our experience,industry knowledge and analysis ofpublicly available reports,we believe we are the market leader in several asset classes in the United States,Canada and the United Kingdom including:the largest purchaser of nonperforming tele

219、com receivables in the United States;the largest or second largest purchaser of both nonperforming and insolvent auto finance receivablesin the United States;the largest or second largest purchaser of insolvent consumer receivables in the United States;the largest purchaser of both nonperforming and

220、 insolvent consumer receivables in Canada;andthe largest purchaser of nonperforming telecom and utilities receivables in the United Kingdom.There are important differences between successfully collecting a small balance nonperforming account,such as a telecom bill or a small balance credit card,and

221、a prime-originated large-balance credit card.Webelieve our expertise in collecting these accounts effectively and compliantly,coupled with our low cost-to-collect,create significant barriers to entry and enhance our performance.We also have the full set of capabilities to participate in transactions

222、 in more competitive markets such asprime large-balance credit card charge-offs,but we employ a disciplined investment approach driven byreturn targets to determine where to allocate capital,and we choose to focus on markets where we believewe can obtain higher risk-adjusted returns.Superior analyti

223、cs supported by proprietary“through-the-cycle”dataSince our inception over 22 years ago and through March 31,2025,we have invested nearly$3.4 billion inportfolios with an original face value of approximately$79.2 billion,representing approximately 43 millionunique consumers.We believe our significan

224、t data repository is very valuable since credit bureau data haslower predictive power for payment performance of consumers with nonperforming accounts.Our advancedpricing models stratify accounts based on hundreds of variables examined for predictive value,determineoptimal collection strategy and ac

225、curately forecast liquidation rates and cost-to-collect expenses.The value ofour data repository and analytics is demonstrated by our actual collections experience,which has a lowstandard deviation from our forecasts.Long-standing relationships and contracted deployments with diverse and granular se

226、t ofclientsWe have forged both long-term and granular partnerships with our clients,including leading telecom andutilities providers and major auto finance originators.From January 1,2022 through March 31,2025,of ourtop 10 and 20 counterparties,five and 11 have been clients for five or more years,re

227、spectively,excluding theConns Portfolio Purchase.In 2024 and in the three months ended March 31,2025,we made 731 and 219discrete purchases,respectively,averaging 61 and 73 transactions per month,respectively,with an averagepurchase size of$0.7 million and$0.8 million,excluding the Conns Portfolio Pu

228、rchase,respectively.Weposition our platform to clients as a comprehensive solution provider as opposed to a transactioncounterparty,and we emphasize our industry-leading compliance and regulatory practices.The strength ofour relationships allows us to enter into forward flow agreements for as long a

229、s three years that we regularlyrenew,which lock in future deployments from existing clients and provide contractual and pricing certainty.Asof March 31,2025,we had$263.6 million of committed purchases through forward flow agreements.142025/5/22 09:38tm2430355-8_s1-none-86.4792627shttps:/www.sec.gov/

230、Archives/edgar/data/2046042/000110465925051664/tm2430355-8_s1.htm24/291TABLE OF CONTENTS Track record of consistent,stable profitabilityWe have a long and consistent track record of operational execution and disciplined growth that spans ourover 22-year history.We have successfully navigated a varie

231、ty of market conditions and credit cycles andhave continued to grow our collections through the combination of organic growth and the successfulintegrations of several strategic acquisitions.We have demonstrated the ability to generate reliablecollections in both a strong economic climate as well as

232、 periods of economic stress.We have been profitableevery year since inception.For the year ended December 31,2024,we had net income of$128.9 million,compared to$111.5 million for the year ended December 31,2023 and$87.6 million for the year endedDecember 31,2022.For the three months ended March 31,2

233、025,we had net income of$64.2 million,compared to$32.9 million for the three months ended March 31,2024.In addition,we had adjusted EBITDAof$242.1 million for the year ended December 31,2024,compared to$168.2 million for the year endedDecember 31,2023 and$129.5 million for the year ended December 31

234、,2022.We had adjusted EBITDA of$92.0 million for the three months ended March 31,2025,compared to$53.9 million for the three monthsended March 31,2024.Best-in-class operating efficiencyWe have a long history of operational innovation,and our platform has been able to produce improvingefficiency in c

235、ollections despite our smaller overall scale and the fact that the average account balance in ourportfolios is smaller than some of our key peers.Our cash efficiency ratio,which was 68.7%for the yearended December 31,2024,as compared to ratios ranging from 54.2%to 58.9%for our two primarycompetitors

236、.Our cash efficiency ratio was also higher than the cash efficiency ratios of our key competitors ineach of the last five years.We believe our superior operating efficiency allows us to earn a higher level ofprofit than our competitors on equivalent purchases and allows us to continue to scale with

237、increasedprofitability.A number of factors drive our platforms efficiency outperformance,including our proprietaryplatform,our primarily outsourced variable expense structure and our co-sourced operation in Mumbai,India,which we believe helps produce a significant cost-to-collect advantage relative

238、to competitors that maintainfixed cost U.S.based collection operations.Competitive advantages from variable cost business model with proprietary collectioncapabilitiesOur model is to outsource the aspects of the collections value chain that we view as commoditized oroperationally intensive and do no

239、t produce a competitive advantage,such as running a large domestic callcenter.We instead seek to own the high value-add aspects of the purchasing and collection process,including performance data,extensive data analytical capabilities,technological capabilities and the collectionprocesses and techni

240、ques that we believe create significant barriers to entry and competitive advantages.Webelieve competitors that maintain large domestic call centers are disadvantaged because they bear asignificant fixed cost base and are not able to scale up and scale down deployments based on the marketenvironment

241、.By contrast,we have a variable cost structure.We scaled down deployments during 2020 and2021 when the deployment market was weaker due to government stimulus packages,and we are scaling upsignificantly in recent years as the market opportunity has become significantly more favorable to us.Inadditio

242、n to our Mumbai collection center,we outsource other collections we believe to be commoditized todifferent agencies based on their particular competencies using our proprietary ValuTiers segmentationprocess to optimize our collections and reduce our cost-to-collect.These unique collection capabiliti

243、es,pairedwith our proprietary technologies and business processes that help us analyze consumer information,sustainour efficiency advantage.Conservative leverage and consistent cash flow provide strong debt servicing capabilitiesWe reported net income of$128.9 million and$64.2 million for the year e

244、nded December 31,2024 and thethree months ended March 31,2025,respectively.Our adjusted cash EBITDA was$430.8 million and$210.6 million for the year ended December 31,2024 and the three months ended March 31,2025,respectively,and our leverage based on the ratio of our net debt to adjusted cash EBITD

245、A was 2.17x as ofMarch 31,2025.Leverage at the end of 2024 increased temporarily as a result of the Conns PortfolioPurchase,which closed on December 3,2024.For additional information regarding adjusted cash EBITDA,anon-GAAP financial measure,and our leverage,see“Managements Discussion and Analysis o

246、f FinancialCondition and Results of OperationsLiquidity and Capital Resources.”We have historically had,andcontinue to maintain,lower leverage than our peers.We view our low level of leverage to be a competitiveadvantage because it allows us to maintain the flexibility to expand deployments as marke

247、t opportunitiesarise.152025/5/22 09:38tm2430355-8_s1-none-86.4792627shttps:/www.sec.gov/Archives/edgar/data/2046042/000110465925051664/tm2430355-8_s1.htm25/291TABLE OF CONTENTS Since we were founded,we have operated with conservative financial policies while delivering strong results.We have increas

248、ed our leverage in the current market,as we believe the opportunities to deploy attractivelyhave risen meaningfully over the year ended December 31,2024.Despite our investments in growth,wecontinue to maintain lower leverage than our two primary competitors,whose reported leverage as ofDecember 31,2

249、024 ranged from 2.6x to 2.9x.Comprehensive focus on compliance and risk management centered around the consumerSince our founding,we have emphasized a culture of compliance premised on treating consumers fairly andhelping them achieve their financial goals.We believe our compliance investments and c

250、apabilities as well asour collaborative approach with both consumers and regulators positions us well as regulators continue topromote high standards for our industry.We aim to provide consumers sensible solutions and assist them asthey return to financial health.This unrelenting focus on doing the

251、right thing and treating consumers withcompassion and respect is at the heart of our exemplary compliance track record,which we believe is animportant differentiator when compared to other industry participants.Credit originators across our marketsare highly sensitive to regulatory compliance issues

252、 and the care of their customers,and our reputation as a“safe pair of hands”allows us to win transactions in certain situations even if we do not offer the highestpurchase price for their accounts.Experienced,operationally focused management teamWe have a highly qualified senior management team with

253、 a strong track record of executing effective,compliant and innovative collection strategies.Our Chief Executive Officer,David Burton,with over 30 yearsof experience in the debt recovery industry,founded Jefferson Capital in 2002 and has been integral to ourstrategy,operations and success.Our team h

254、as experience across economic cycles and understands how tonavigate changing market conditions.Throughout the organization,we have a culture of performance that isbased upon decades of industry experience among the senior management team.Our Growth StrategyOur revenue and net income have grown at a

255、24.7%and 42.0%compound annual growth rate from the yearended December 31,2019 to the year ended December 31,2024,respectively.We have grown both ourrevenue and our net operating income every year since 2013.We have managed to produce consistenthistorical growth despite changing deployment environmen

256、ts in many of our core markets by expanding ourgeographies,including the acquisition of Canaccede in Canada and by acquiring the assets and certainentities of Refinancia in Colombia.At the same time,we have also produced significant organic growth in ourdeployment volumes,particularly in our core U.

257、S.market.We believe there are organic and inorganic opportunities for growing our ERC,revenues and net incomefrom both new and existing clients.We estimate that the TAM in our asset classes in the United States wasapproximately$167.8 billion in 2024,relative to our purchased face value of$6.9 billio

258、n or 4.1%of our TAM.We estimate that our TAM in Canada,the United Kingdom and Colombia was an additional$5.1 billion,$6.8 billion and$3.4 billion,respectively,and our purchased face value in these markets was 24.6%,3.9%and 24.5%of our TAM in 2024.See“Our Markets”for further information on the calcul

259、ation of our TAM.We may be required to seek additional capital in order to fund our multifaceted growth strategy.For example,we may make additional borrowings under the Revolving Credit Facility,enter into other credit or financingagreements or sell additional securities.If we decide to fund our gro

260、wth strategy with equity securities,ourstockholders may experience significant dilution.We believe the below factors position us well to increase our ERC,revenues and net income and enhanceour position as a market leader in our core asset classes.Rising nonperforming loans market-wideAccording to th

261、e Federal Reserve Bank of St.Louis,the 30+delinquency rate on consumer loans at U.S.commercial banks has risen sequentially since the third quarter of 2021 and as of December 31,2024,stoodat 2.75%,the highest level since the third quarter of 2012.Similarly,charge-offs on U.S.consumer loans atcommerc

262、ial banks have followed delinquencies higher and as of December 31,2024,stood at 2.98%,the 162025/5/22 09:38tm2430355-8_s1-none-86.4792627shttps:/www.sec.gov/Archives/edgar/data/2046042/000110465925051664/tm2430355-8_s1.htm26/291TABLE OF CONTENTS highest level since the third quarter of 2011 based o

263、n the same data.The trend towards higher levels ofdelinquency has come despite consistently low levels of unemployment,which stood at 4.2%at March 31,2025,up modestly from 3.7%at December 31,2023 and 4.1%at December 31,2024 according to theBureau of Labor Statistics.On September 30,2024,the“on-ramp”

264、for student loan repayments ended andmissed payments on the$1.5 trillion of federal government student loans started to be reported to creditbureaus and sent to collections for the first time in four and a half years,further straining finances forconsumers who may also have other loan obligations.Gi

265、ven the trend towards a rising proportion of loans inearly stage delinquency,we believe more loans will continue to ultimately roll to charge-off,and this willincrease the number of charged-off loans that our clients will look to sell.We believe the opportunity to growour deployments and ERC has bee

266、n rising.At the same time,as the amount of nonperforming loans for salerises,we believe pricing has typically declined and returns have risen,and recent deployments have beenunderwritten at higher risk-adjusted returns than our older vintages.We believe we have ample financialcapacity to take advant

267、age of this potential market opportunity.Drive deployment growth through operating efficiencies of our proprietary digitaltechnologiesWe have developed an innovative and proprietary digital collections platform that automates standardizedadministrative or repetitive tasks while providing consumers w

268、ith direct and immediate communication in apersonal and non-intrusive manner that offers a more convenient payment method.The platform alsoreduces our reliance on traditional communication methods such as mail and direct calls,which further lowersour cost-to-collect and increases our net income.Our

269、digital collections environment exemplifies ourconsumer-centric approach to client service by reaching consumers who prefer to interact with us online ordigitally.This technology infrastructure also allows us to more precisely identify customer behavioral patterns.These insights enable us to digest

270、new predictive data and adapt to changing macro-economiccircumstances to more quickly refine our predictive models for new purchase pricing,fine-tune ourdeployment and pricing strategies or to change our collection strategies.Our technology infrastructureenables us to implement changes across our or

271、ganization in an expedited fashion.We believe these factorscontribute to our ability to produce higher returns than our publicly traded competitors and grow our marketshare,including our market share in asset classes where our peers focus.Add new clients in our core markets in the United States and

272、CanadaOur business development team has successfully grown our deployments for many years by adding newclients,retaining our core clients and increasing the range of asset classes that clients generally sell to us.In2023,we added 32 new clients,in 2024,we added 14 new clients and in the three months

273、 ended March 31,2025,we added four new clients.During this time,we also saw substantial increases in volumes from manyexisting clients.Some of our new clients are first time sellers that previously retained and collected their owncharged-off accounts.These relationships typically begin with us makin

274、g smaller purchases;however,as ourclients become more familiar with our capabilities,compliance,and professionalism,there is greater potentialfor substantially higher purchase volume.In other instances,we gain new clients that previously sold theiraccounts to peer debt buyers.We increasingly find th

275、at our efficiency and our demonstrated lower cost-to-collect allows us to be competitive with larger debt buyers in the large-balance credit card market in whichthey focus while maintaining our target return requirements.Leverage our data and collection capabilities across a variety of asset class f

276、ocus inCanada,the United Kingdom and Latin AmericaUnlike some of our peers,we pursue nonperforming loan purchase opportunities across a wide variety ofasset classes beyond credit cards and in both insolvency and distressed receivables.We believe we have fora long time been a leader in the United Sta

277、tes in several of those asset classes.When we acquiredCanaccede in 2020,Canaccedes business was mainly comprised of purchasing credit cards and personalloans.Based in part upon our experience in the United States,we have now expanded our Canadianbusiness into purchasing,among other things,secured au

278、to loans,telecom receivables and utilityreceivables.In 2019,we similarly started to focus heavily on telecom and utilities purchases in the UnitedKingdom and are now a market leader in the United Kingdom.Based upon our leadership in the Canadianand U.S.insolvency markets,we decided to launch insolve

279、ncy purchasing in the United Kingdom in 2023.Inthe Caribbean,we began purchasing credit cards and personal loans in 2023,and we are expanding ourpurchasing to include secured loans as well.We believe our experience and success in purchasing certainasset classes in the United States will allow us to

280、grow our market share in similar asset classes in othergeographies.172025/5/22 09:38tm2430355-8_s1-none-86.4792627shttps:/www.sec.gov/Archives/edgar/data/2046042/000110465925051664/tm2430355-8_s1.htm27/291TABLE OF CONTENTS Expand performing or semi-performing loan purchasing in the United StatesWe h

281、ave historically entered new asset classes opportunistically where we believe returns will be attractive,the underlying market is large,and we are able to develop a competitive moat through better data andcollection strategies.We believe performing consumer loans with credit deterioration,a high deg

282、ree of creditrisk or that require significant focus on servicing offer such an opportunity and one for which our skill set isparticularly well-suited.During 2022 and 2023,we selectively purchased pools of performing loans wherethere was some level of credit deterioration or related risk,because our

283、experience in handling moreseriously delinquent nonperforming loans provided the skills and strategies to successfully acquire andservice the semi-performing asset class.The Conns Portfolio Purchase in 2024 reflected a significantexpansion of this strategy.Because the cash flows emanating from perfo

284、rming loans or semi-performingloans are much greater than they are for non-performing loans on a relative basis,and the cost of collectingthese assets are substantially less,the market size for performing loans can represent a significant expansionfrom the non-performing loan market.We believe that

285、there will be the opportunity to purchase otherportfolios that contain a mix of performing and non-performing loans and having the capability to evaluate andpurchase and service both together,and an ability to manage performing loans that become non-performingwhere there is an elevated credit risk,w

286、ill be a competitive advantage.Organically enter new adjacent geographic markets in Latin AmericaWe entered the Colombian market in 2021 through a purchase alongside Refinancia,as a partner,from asignificant global bank that was also our client in a separate geography.We scaled our presence in Colom

287、biaby acquiring the assets and certain entities of Refinancia in 2022 and 2023,which expanded our purchasingand client relationships in the Colombian market.In 2023,we began purchasing in Peru and the Caribbean.Existing clients have expressed interest in selling portfolios to us in the following mar

288、kets:Mexico,Chile,Panama and Costa Rica.We believe this interest is indicative of the attractiveness of our platform ascompared to local competitors,such as cost of funds,financial capacity and operational compliancedisciplines.Given increased interest in our platform in Latin America,we believe we

289、could create a moresubstantive Pan-Latin America platform over time.Acquire a European platform at an attractive entry priceBecause of the financial distress that a handful of major European platforms are undergoing due tooverleverage and years of poor performance,there has been a level of dislocati

290、on in European capitalmarkets for non-performing loan purchasers,which may create an opportunity to acquire a stronger platformthat has been impacted by the dislocation.Based on publicly disclosed financial reports,two of the largestplatforms are reported to have become increasingly unprofitable and

291、 are in the midst of publicly announceddebt restructurings,which has resulted in much higher bond yields across the European market.While we donot have any binding agreements or commitments to do so,we believe there could be a possibility in thefuture to acquire the assets of such a European platfor

292、m at an attractive entry price,which would allow us toexpand our business further into continental Europe.Enter the high street bank market in the United KingdomWe may have the opportunity to purchase from the British high street banks because other competitors thathave experienced financial distres

293、s have pulled back in this market.We believe our competitors exits havecreated more favorable pricing in the market and allow for higher returns than have been availablehistorically.Should the competitive market change to the extent that returns meet our requirements,we couldaccess the much larger U

294、.K.bank market,allowing us to expand beyond the telecom and utilities andinstallment loans markets in which we currently participate.Our ClientsWe purchase portfolios of nonperforming loans through either single portfolio purchases,referred to as spotsales,or through the pre-arranged agreement to pu

295、rchase multiple portfolios at regular intervals,referred toas forward flow sales.Under a forward flow contract,we agree to purchase statistically similar nonperformingloan portfolios from credit grantors on a periodic basis at a pre-negotiated price over a specified time period,generally from six mo

296、nths to as long as three years for some of our clients.We regularly renew our forwardflow contracts with our long-time clients.As of March 31,2025,we had$263.6 million of total committedforward flows.182025/5/22 09:38tm2430355-8_s1-none-86.4792627shttps:/www.sec.gov/Archives/edgar/data/2046042/00011

297、0465925051664/tm2430355-8_s1.htm28/291TABLE OF CONTENTS We benefit from a long-term client base with whom we have forward flow agreements in place that regularlyrenew.We seek to form strategic relationships with clients and engage in regular dialogue with their seniorexecutives in order to identify

298、additional opportunities to enhance their goals.We continuously improve ourcost-to-collect and build a“moat”around the client relationship that we believe would be very difficult for anynew entrant to replicate.As of March 31,2025,we have had a relationship of over five years with five of ourtop 10

299、clients,excluding Conns.We also manage an active pipeline of new clients and utilize extensive marketing efforts to realize newpurchasing opportunities.Over the last six years,we have experienced significant growth in our purchases interms of both dollar amount and the number of sellers,adding over

300、120 new clients between 2018 andMarch 31,2025.As we pursue nonperforming loan purchase opportunities across a wide variety of asset classes and pursuerelationships with originators of all sizes,we believe our purchasing and client relationships are lessconcentrated than those of our key competitors,

301、who tend to focus on fewer asset classes and primarily onlarge purchases.For the period beginning January 1,2022 and ending March 31,2025,excluding the ConnsPortfolio Purchase,our top five counterparties accounted for 33.8%of purchases with the top counterpartyaccounting for 8.8%of total purchase vo

302、lume for that period.In 2024 and in the three months ended March31,2025,we made 731 and 219 discrete purchases,respectively,averaging 61 and 73 transactions permonth,respectively,with an average purchase size of$0.7 million and$0.8 million,excluding the ConnsPortfolio Purchase,respectively.We have f

303、orged long-term partnerships with major financial institutions,major telecom companies and many smaller niche originators.In the year ended December 31,2024 and thethree months ended March 31,2025,we added 14 and four new clients,respectively,in addition to seeingsubstantial increases in volumes fro

304、m many existing clients.In addition to our forward flows with long-timeclients where we derive the vast majority of our purchases,we also actively participate in bidding for newpurchases of nonperforming loan portfolios through auctions and negotiated sales.Our OperationsOur operational strategy is

305、to create differentiated capabilities that provide a competitive advantage whileoutsourcing the activities that we believe are commoditized and operationally intensive.These capabilitiesinclude the data and analytical capabilities,master servicing capabilities,technology and digital collectioncapabi

306、lities,and legal collections as well as other unique or differentiated collection capabilities for a givenmarket.We utilize external servicing resources,including both collection agencies and external law firms,more thansome of the other major nonperforming loan purchasers because of the operational

307、 flexibility and thecompetitive performance dynamics they provide.By having less overhead and a higher proportion of variablecosts,we believe we are more disciplined on pricing than our peers and are able to refrain from purchasing atreturns below our thresholds.We believe our peers may feel more pr

308、essure to purchase at lower returns inorder to support a larger fixed cost base comprised of much larger internal call center and internal legalchannel operations.Because our operating model is flexible and scalable based on variable operatingexpenses,we can scale upward and downward as needed depen

309、ding on supply conditions in the deploymentmarket.Managing external servicers and resources is a core competency.We employ a rigorous onboardingprocess,with an emphasis on compliance and risk management through CMS,we have active oversight ofthe operations and performance,and we can and do shift our

310、 placements if we find performance is lagging orbecause an external vendor,like a law firm or agency,will not be able to meet our stringent compliancestandards.Asset DiversificationWe have expertise and historical data in under-penetrated asset classes where others lack robust historicalperformance

311、that give us a competitive advantage in pricing and implementing collection strategies.Ourasset classes are very diversified in the United States and the United Kingdom.We have achievedconsistently high multiples of investment across all core asset classes.The below chart shows our assetdiversificat

312、ion in the United States,Canada,the United Kingdom and Latin America as of March 31,2025:192025/5/22 09:38tm2430355-8_s1-none-86.4792627shttps:/www.sec.gov/Archives/edgar/data/2046042/000110465925051664/tm2430355-8_s1.htm29/291TABLE OF CONTENTS Our Business LinesThe chart below presents an overview

313、of our collection channels for the year ended December 31,2024 foreach of our geographic locations or segments:Distressed Business LineThe Distressed business line(“Distressed”)is our largest business line and represents the purchase,collection and servicing collection of nonperforming consumer loan

314、s.The vast majority of distressed accountsthat we purchase have been charged-off for reason of delinquency.However,we have also purchasedaccounts that are considered to be performing but that have elevated credit risk,which we can purchase at asignificant discount to face value.The Conns Portfolio P

315、urchase included both accounts that were charged-off and accounts that are considered to still be performing though with elevated credit risk,and weconsolidated that purchase into our Distressed business line.Since inception and through March 31,2025,we have invested approximately$2.3 billion in por

316、tfolios withoriginal face value of approximately$70.5 billion of distressed receivables with a strategic focus onunderpenetrated asset classes,including consumer installment loans,telecom receivables,auto financeloans,utilities,and small balance credit card receivables.We believe we possess robust h

317、istoricalperformance data that other competitors lack in each of these asset classes.Insolvency Business LineIn our Insolvency business line,we purchase and service insolvency accounts that are filed under Chapter 7or Chapter 13 of Title 11 of the United States Code(as amended,the“U.S.Bankruptcy Cod

318、e”),or underequivalent insolvency statutes in Canada and the United Kingdom.Accounts in an insolvency typically obtainpayment plans that generally range from three to five years in duration.We purchase accounts that are at anystage in the bankruptcy plan life schedule.Portfolios acquired close to th

319、e filing of the bankruptcy plan 202025/5/22 09:38tm2430355-8_s1-none-86.4792627shttps:/www.sec.gov/Archives/edgar/data/2046042/000110465925051664/tm2430355-8_s1.htm30/291TABLE OF CONTENTS will generally take months to generate cash flow,while aged portfolios acquired years after the plan filing will

320、typically generate immediate cash flows.Non-U.S.insolvency accounts may have some slight differences butgenerally operate in a similar manner.In Canada,we purchase consumer proposal,consumer creditcounseling and bankrupt accounts.We recently commenced purchasing portfolios of insolvent accounts inth

321、e United Kingdom,which are referred to as Individual Voluntary Arrangements.Since inception and through March 31,2025,we have invested approximately$1.1 billion in portfolios withoriginal face value of approximately$8.8 billion in insolvency purchases.We are able to manage allbankruptcy chapters in

322、all states and territories and purchase in all secured and unsecured asset classesexcept for mortgages.We believe we are part of a very small subset of companies that buys consumerbankruptcy claims and part of an even smaller subset that buys secured consumer bankruptcy claims.Because we buy both se

323、cured and unsecured loans across the credit spectrum,we believe creditors prefer towork with us as they do not have to engage multiple vendors,which may require lengthy and complicated on-boarding and may increase cost and risk.In addition to the purchase of portfolios of insolvent loans,weprovide f

324、ee-based services including third-party servicing of bankruptcy accounts in the United States andCanada.Our Focus on ComplianceWe believe our compliance track record is one of the best in the industry.Since our founding in 2002,investments in people and processes to ensure ongoing legal and regulato

325、ry compliance,coupled witha culture that promotes doing the right thing for consumers,have provided a key commercial competitiveadvantage in winning new business from reputation sensitive credit originators,financial institutions andservice providers.Our success is rooted in our history of complianc

326、e.Since 2012 through March 31,2025,we have engaged in approximately 1,400 compliance requests and audits by clients and regulators.Wesuccessfully completed 141 and 44 such requests and audits for the year ended December 31,2024 and thethree months ended March 31,2025,respectively,and we have never f

327、ailed a regulatory audit in our 22-yearhistory.By centering our business around treating the consumer fairly in all of our operations,and through the use ofproprietary technology and experienced associates to promptly and efficiently resolve consumer inquiries,webelieve we are able to provide a bett

328、er customer experience and better responsiveness to consumerconcerns than other large industry participants.These outcomes have been viewed favorably by both theinstitutions from whom we acquire accounts and by our regulators.Recent Developments8.250%Senior Notes due 2030On May 2,2025,Jefferson Capi

329、tal Holdings,LLC completed an offering(the“2030 Notes Offering”)of$500.0million aggregate principal amount of 8.250%senior notes due 2030(the“2030 Notes”)under an indenture(the“2030 Notes Indenture”),dated as of May 2,2025,among Jefferson Capital Holdings,LLC,theguarantors party thereto and U.S.Bank

330、 Trust Company,National Association,as trustee.The 2030 Notes aregeneral senior unsecured obligations of Jefferson Capital Holdings,LLC and are guaranteed by certain ofJefferson Capital Holdings,LLCs wholly-owned domestic restricted subsidiaries.Interest on the 2030 Notesis payable semiannually on M

331、ay 15 and November 15 of each year,commencing on November 15,2025.The 2030 Notes mature on May 15,2030.For additional information on material terms,see“Description ofCertain Indebtedness8.250%Senior Notes due 2030.”Summary Risk FactorsInvesting in our common stock involves substantial risk.Our abili

332、ty to execute our strategy is also subject tocertain risks.The risks described under the heading“Risk Factors”in this prospectus may cause us not torealize the full benefits of our strengths or may cause us to be unable to successfully execute all or part of ourstrategy.Some of the most significant

333、challenges and risks we face include the following:A deterioration in the economic or inflationary environment in the countries in which we operate couldhave an adverse effect on our business and results of operations.We may not be able to continually replace our nonperforming loans with additional portfolios sufficientto operate efficiently and profitably,or we may not be able to purchase nonperf