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0002046042
Jefferson Capital, Inc. / DE
0002046042
2025-10-24
2025-10-24
iso4217:USD
xbrli:shares
iso4217:USD
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
October 24, 2025
Date of Report
(Date of earliest event reported)
Jefferson Capital, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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001-42718
(Commission File Number) |
33-1923926
(I.R.S. Employer
Identification No.) |
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600 SOUTH HIGHWAY 169, SUITE 1575,
MINNEAPOLIS, Minnesota 55426
(Address of principal executive offices) |
55426
(Zip Code) |
Registrant’s telephone number, including
area code: (320) 229-8505
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class: |
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Trading Symbol |
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Name of each exchange on which registered: |
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Common
stock, $0.0001 par value per share |
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JCAP |
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Nasdaq Global Select Market |
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Indicate by
check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement
Asset Purchase Agreement
On October 27, 2025, Jefferson Capital, Inc. (the “Company”)
announced that its wholly owned subsidiary, Jefferson Capital Systems, LLC (“Buyer”), entered into an Asset Purchase Agreement
(the “Asset Purchase Agreement”) on October 24, 2025 with BLST Holding Company LLC, BLST Operating Company, LLC, BLST FinCo,
LLC and BLST FinCo SubCo, LLC (collectively, “Bluestem” or the “Sellers”) to acquire certain assets related to
Sellers’ credit card business (the “Transaction”).
Pursuant to the Asset Purchase Agreement, Buyer will acquire a revolving
credit card receivables portfolio for which new draws have been suspended, together with related intellectual property, books and records,
bank accounts used for collections and specified contracts (collectively, the “Purchased Assets”). The gross purchase price
is $302.8 million, subject to customary adjustments for interim cash flows (including collections and new purchases) between June 30,
2025 (the “Cut Off Date”) and closing and a $20.0 million escrow to secure implementation obligations.
At the Cut Off Date, the receivables being acquired had an aggregate face value of approximately $488.2 million. The Company does not intend to
pursue ongoing originations through the Bluestem platform, and the Transaction does not include any Bluestem retail operations or assets.
In connection with the Transaction, Buyer will enter into a servicing
agreement to transition servicing of the Receivables from Sellers to CardWorks Servicing, LLC. Closing is subject to customary conditions,
including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and is expected in the
fourth quarter of 2025.
The Asset Purchase Agreement contains customary representations, warranties,
covenants and termination rights for a transaction of this type. The foregoing description of the Asset Purchase Agreement and the Transaction
does not purport to be complete and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, which
will be filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2025 and incorporated
herein by reference.
Amended Credit Agreement
On October 27, 2025 (the “Amendment Effective
Date”), CL Holdings, LLC, a Georgia limited liability company (“CL Holdings”), Buyer (as defined above), JC International
Acquisition, LLC, a Georgia limited liability company (“JCIA”), CFG Canada Funding, LLC, a Delaware limited liability company
(“CFG” and, together with CL Holdings, Buyer and JCIA, the “Borrowers”), and certain subsidiaries of the Borrowers,
the lenders party thereto (the “Lenders”) and Citizens Bank, N.A., as administrative agent (in such capacity, the “Administrative
Agent”), entered into Amendment No. 7 to Credit Agreement (the “Amendment”), which amended the Credit Agreement, dated
as of May 21, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the Amendment Effective Date,
the “Existing Credit Agreement” and as amended by the Amendment, the “Amended Credit Agreement”), among the Borrowers,
the Administrative Agent and the lenders party thereto.
The Amendment effected certain amendments to the
terms of the credit facility under the Existing Credit Agreement, including, among other things, to (i) increase the Aggregate Commitments
(as defined in the Amended Credit Agreement) by $175,000,000 to an aggregate amount of $1,000,000,000, (ii) reduce the interest rate margins
applicable to loans outstanding under the credit facility by fifty (50) basis points, (iii) (a) reduce the non-use fee rate for unutilized
commitments under the credit facility by five (5) basis points and (b) reduce the maximum applicable non-use fee rate for unutilized commitments
to thirty-five (35) basis points, (iv) eliminate any credit spread adjustments from the calculation of the interest rate applicable to
loans outstanding under the credit facility, (v) extend the maturity of the credit facility to October 27, 2030, subject to such maturity
being reduced to 91 days in advance of the earliest final scheduled maturity date of either the 9.500% Senior Notes due February 15, 2029
or the 8.250% Senior Notes due May 15, 2030, in each case issued by Jefferson Capital Holdings, LLC, a Delaware limited liability company
(“JCAP Holdings”), (vi) make customary changes (including changes to financial reporting requirements and ‘change of
control’ thresholds applicable to the change of control event of default) to reflect the status of the Borrowers and their subsidiaries
as indirect subsidiaries of the Company, a public company, (vii) modify certain terms applicable to permitted restricted payments, including
distributions (a) to fund the payment of taxes, (b) to redeem outstanding senior notes of JCAP Holdings, or other parent companies of
the Borrowers, and (c) to fund regular quarterly dividends and public company costs in an aggregate annual amount for such dividends and
public company costs not to exceed the greater of (x) six percent (6%) of the market capitalization of the Company, and (y) the quarterly
dividend amount specified in the model provided to the Lenders prior to the Amendment Effective Date, (viii) remove the existing financial
covenant requiring a minimum tangible net worth of JCAP Holdings and (ix) modify the frequency and conditions applicable to field audits
and portfolio examinations conducted by or on behalf of the Administrative Agent.
This description of the Amendment does not purport
to be complete and is qualified in its entirety by reference to the full text of the Amendment, which will be filed as an Exhibit to the
Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2025 and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant
The information set forth under Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 2.03.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Jefferson Capital, Inc. |
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| Date: October 28, 2025 |
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By: /s/ Christo Realov |
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Name: Christo Realov |
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Title: Chief Financial Officer |
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