Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
|
CURO Group Holdings Corp.
|
|
(Name of Issuer)
|
|
|
|
Common Stock, Par Value $ 0.001 Per Share
|
|
(Title of Class of Securities)
|
|
|
|
23131L 107
|
|
(CUSIP Number)
|
|
|
|
December 31, 2019
|
|
(Date of Event which Requires Filing of this Statement)
|
|
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
|
☐
|
Rule 13d-1(b)
|
|
|
|
|
|
|
☐
|
Rule 13d-1(c)
|
|
|
|
|
|
|
☒
|
Rule 13d-1(d)
|
|
|
|
|
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
CUSIP No. 23131L 107
|
Page 2 of 11 Pages
|
||||
|
1
|
NAME OF REPORTING PERSON
Friedman Fleischer & Lowe Capital Partners II, L.P.
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
|
(a) ☐
(b) ☐
|
|||
|
3
|
SEC USE ONLY
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|||
|
6
|
SHARED VOTING POWER
4,286,607
|
||||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||||
|
8
|
SHARED DISPOSITIVE POWER
4,286,607
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,286,607
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.3% (1)
|
||||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||||
|
|
|
||||
|
(1) The percentage ownership is based on 41,486,965 shares of Common Stock outstanding as of November 1,
2019, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2019.
|
|||||
|
CUSIP No. 23131L 107
|
Page 3 of 11 Pages
|
||||
|
1
|
NAME OF REPORTING PERSON
FFL Parallel Fund II, L.P.
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
|
(a) ☐
(b) ☐
|
|||
|
3
|
SEC USE ONLY
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|||
|
6
|
SHARED VOTING POWER
160,445
|
||||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||||
|
8
|
SHARED DISPOSITIVE POWER
160,445
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
160,445
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4% (1)
|
||||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||||
|
|
|
||||
|
(1) The percentage ownership is based on 41,486,965 shares of Common Stock outstanding as of November 1,
2019, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2019.
|
|||||
|
CUSIP No. 23131L 107
|
Page 4 of 11 Pages
|
||||
|
1
|
NAME OF REPORTING PERSON
FFL Executive Partners II, L.P.
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
|
(a) ☐
(b) ☐
|
|||
|
3
|
SEC USE ONLY
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|||
|
6
|
SHARED VOTING POWER
82,244
|
||||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||||
|
8
|
SHARED DISPOSITIVE POWER
82,244
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
82,244
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2% (1)
|
||||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||||
|
|
|
||||
|
(1) The percentage ownership is based on 41,486,965 shares of Common Stock outstanding as of November 1,
2019, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2019.
|
|||||
|
CUSIP No. 23131L 107
|
Page 5 of 11 Pages
|
||||
|
1
|
NAME OF REPORTING PERSON
Friedman Fleischer & Lowe GP II, L.P.
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
|
(a) ☐
(b) ☐
|
|||
|
3
|
SEC USE ONLY
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|||
|
6
|
SHARED VOTING POWER
4,529,296
|
||||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||||
|
8
|
SHARED DISPOSITIVE POWER
4,529,296
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,529,296
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.9% (1)
|
||||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
||||
|
|
|
||||
|
(1) The percentage ownership is based on 41,486,965 shares of Common Stock outstanding as of November 1,
2019, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2019.
|
|||||
|
CUSIP No. 23131L 107
|
Page 6 of 11 Pages
|
||||
|
1
|
NAME OF REPORTING PERSON
Friedman Fleischer & Lowe GP II, LLC
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
|
(a) ☐
(b) ☐
|
|||
|
3
|
SEC USE ONLY
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
|||
|
6
|
SHARED VOTING POWER
4,529,296
|
||||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||||
|
8
|
SHARED DISPOSITIVE POWER
4,529,296
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,529,296
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.9% (1)
|
||||
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
||||
|
|
|
||||
|
(1) The percentage ownership is based on 41,486,965 shares of Common Stock outstanding as of November 1,
2019, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2019.
|
|||||
|
Item 1.
|
(a)
|
Name of Issuer:
|
|
|
|
CURO GROUP HOLDINGS CORP.
|
|
|
|
|
|
|
|
|
|
|
(b)
|
Address of Issuer’s Principal Executive Offices:
|
|
|
|
|
|
|
|
3527 North Ridge Road
|
|
|
|
Wichita, Kansas 67205
|
|
|
|
|
| Item 2. |
(a)
|
Name of Person Filing:
|
|
|
|
|
|
|
|
Friedman Fleischer & Lowe Capital Partners II, L.P., FFL Parallel Fund II, L.P., FFL Executive Partners II, L.P., Friedman Fleischer & Lowe GP II,
L.P. and Friedman Fleischer & Lowe GP II, LLC (collectively, the "Reporting Persons").
Pursuant to Rule 13d-1(d)(k)(1) under the Securities Exchange Act of 1934, as amended, and as provided in the Joint Filing Agreement filed as Exhibit 99.1 to
the Statement on Schedule 13G filed with the Securities and Exchange Commission on January 23, 2018, each Reporting Person has agreed to file one statement on Schedule 13G, including any amendments thereto.
|
|
|
|
|
|
|
(b)
|
Address of Principal Business Office, or if none, Residence:
|
|
|
|
|
|
|
|
The address of the principal business office of each of the Reporting Persons is c/o FFL Partners, LLC, One Maritime Plaza, Suite 2200, San Francisco, CA
94111.
|
|
|
|
|
|
|
(c)
|
Citizenship:
|
|
|
|
|
|
|
|
Friedman Fleischer & Lowe Capital Partners II, L.P., FFL Parallel Fund II, L.P., FFL Executive Partners II, L.P. and Friedman Fleischer & Lowe GP II,
L.P. are limited partnerships organized under the laws of the State of Delaware. Friedman Fleischer & Lowe GP II, LLC is a limited liability company organized under the laws of the State of Delaware.
|
|
|
|
|
|
|
(d)
|
Title of Class of Securities:
|
|
|
|
|
|
|
|
Common Stock, par value $0.001 per share ("Common Stock")
|
|
|
|
|
|
|
(e)
|
CUSIP Number:
|
|
|
|
|
|
|
|
23131L 107
|
|
Item 3.
|
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
|
|
|
|
|
|
|
|
Not applicable
|
|
|
|
|
|
Item 4.
|
Ownership.
|
|
|
|
|
|
|
|
(a)
|
Amount beneficially owned:
|
|
|
|
|
|
|
In the aggregate, the Reporting Persons beneficially own 4,529,296 shares of Common Stock which consists of 4,286,607 shares of Common Stock held by Friedman Fleischer & Lowe Capital Partners
II, L.P., 160,445 shares of Common Stock held by FFL Parallel Fund II, L.P. and 82,244 shares of Common Stock held by FFL Executive Partners II, L.P. (collectively, the "FFL Funds"). The FFL Funds are controlled by Friedman Fleischer &
Lowe GP II, L.P., their general partner, which is controlled by Friedman Fleischer & Lowe GP II, LLC, its general partner.
|
|
|
|
|
|
|
|
(b)
|
Percent of class:
|
|
|
|
|
|
|
The percent of class represented by the amount of Common Stock beneficially owned by each Reporting Person is calculated based on a total of 41,486,965 shares of Common Stock outstanding as of
November 1, 2019, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2019. Based on this number of outstanding shares of Common Stock, each of the Reporting Persons may be deemed to be the
beneficial owner of approximately the following percentages of the total number outstanding shares of Common Stock.
|
|
|
|
|
|
|
|
|
Friedman Fleischer & Lowe Capital Partners II, L.P.: 10.3%
|
|
|
|
|
|
|
|
FFL Parallel Fund II, L.P.: 0.4%
|
|
|
|
|
|
|
|
FFL Executive Partners II, L.P.: 0.2%
|
|
|
|
|
|
|
|
Friedman Fleischer & Lowe GP II, L.P. and Friedman Fleischer & Lowe GP II, LLC: 10.9%
|
|
|
|
|
|
|
(c)
|
Number of shares as to which the person has:
|
|
|
Friedman Fleischer & Lowe Capital Partners II, L.P.
|
|
|
|
|
|
|
|
|
(i) Sole power to vote or to direct the vote: 0
|
|
|
|
|
|
|
|
(ii) Shared power to vote or to direct the vote: 4,286,607
|
|
|
|
|
|
|
|
(iii) Sole power to dispose or to direct the disposition of: 0
|
|
|
|
|
|
|
|
(iv) Shared power to dispose or to direct the disposition of: 4,286,607
|
|
|
|
|
|
|
FFL Parallel Fund II, L.P.
|
|
|
|
|
|
|
|
|
(i) Sole power to vote or to direct the vote: 0
|
|
|
|
|
|
|
|
(ii) Shared power to vote or to direct the vote: 160,445
|
|
|
|
|
|
|
|
(iii) Sole power to dispose or to direct the disposition of: 0
|
|
|
|
|
|
|
|
(iv) Shared power to dispose or to direct the disposition of: 160,445
|
|
|
FFL Executive Partners II, L.P.
|
|
|
|
|
|
|
|
|
(i) Sole power to vote or to direct the vote: 0
|
|
|
|
|
|
|
|
(ii) Shared power to vote or to direct the vote: 82,244
|
|
|
|
|
|
|
|
(iii) Sole power to dispose or to direct the disposition of: 0
|
|
|
|
|
|
|
|
(iv) Shared power to dispose or to direct the disposition of: 82,244
|
|
|
|
|
|
|
Friedman Fleischer & Lowe GP II, L.P. and Friedman Fleischer & Lowe GP II, LLC
|
|
|
|
|
|
|
|
|
(i) Sole power to vote or to direct the vote: 0
|
|
|
|
|
|
|
|
(ii) Shared power to vote or to direct the vote: 4,529,296
|
|
|
|
|
|
|
|
(iii) Sole power to dispose or to direct the disposition of: 0
|
|
|
|
|
|
|
|
(iv) Shared power to dispose or to direct the disposition of: 4,529,296
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
|
|
|
|
|
|
|
|
Not applicable
|
|
|
|
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
|
|
|
|
|
|
|
|
Not applicable
|
|
|
|
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
|
|
|
|
|
|
|
|
|
Friedman Fleischer & Lowe Capital Partners II, L.P., a Delaware limited partnership, FFL Parallel Fund II, L.P., a Delaware limited partnership, and FFL Executive Partners
II, L.P., a Delaware limited partnership.
|
|
|
|
|
|
Item 8.
|
Identification and Classification of Members of the Group.
|
|
|
|
|
|
|
|
|
Not applicable
|
|
|
|
|
|
Item 9.
|
Notice of Dissolution of Group.
|
|
|
|
|
|
|
|
|
Not applicable
|
|
Item 10.
|
Certification.
|
|
|
|
|
|
|
|
|
Not applicable
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 10, 2020
|
|
Friedman Fleischer & Lowe Capital Partners II, L.P.
by: Friedman Fleischer & Lowe GP II, L.P., its general partner by: Friedman Fleischer & Lowe GP II, LLC, its general partner
by: Spencer C. Fleischer, its Managing Member |
||
|
|
|
|
|
|
|
By:
|
/s/ Spencer C. Fleischer |
|
|
|
|
|
|
|
|
|
|
|
|
|
FFL Executive Partners II, L.P.
by: Friedman Fleischer & Lowe GP II, L.P., its general partner by: Friedman Fleischer & Lowe GP II, LLC, its general partner by: Spencer C. Fleischer, its Managing Member |
||
|
|
|
|
|
|
|
By:
|
/s/ Spencer C. Fleischer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFL Parallel Fund II, L.P.
by: Friedman Fleischer & Lowe GP II, L.P., its general partner by: Friedman Fleischer & Lowe GP II, LLC, its general partner by: Spencer C. Fleischer, its Managing Member |
||
|
|
|
|
|
|
|
By:
|
/s/ Spencer C. Fleischer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Friedman Fleischer & Lowe GP II, L.P.
by: Friedman Fleischer & Lowe GP II, LLC, its general partner by: Spencer C. Fleischer, its Managing Member |
||
|
|
|
|
|
|
|
By:
|
/s/ Spencer C. Fleischer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Friedman Fleischer & Lowe GP II, LLC
by: Spencer C. Fleischer, its Managing Member |
||
|
|
|
|
|
|
|
By:
|
/s/ Spencer C. Fleischer
|
|