Filing Details

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

 

 

 

(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

 

 

 

 

 

By:

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Spencer C. Fleischer

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Spencer C. Fleischer

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Spencer C. Fleischer

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Spencer C. Fleischer