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

12,504,060

7

 

SOLE DISPOSITIVE POWER

0

8

 

SHARED DISPOSITIVE POWER

12,504,060

9

 

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,504,060

10

 

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  £

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

27.4% (1)

12

 

TYPE OF REPORTING PERSON (See Instructions)

PN

(1)          The percentage ownership is based on 45,561,419 shares of Common Stock outstanding following completion of the Issuer’s initial public offering (the “IPO”), as reported in the Issuer’s prospectus filed with the SEC on December 8, 2017. Such amount of shares issued and outstanding includes 1,000,000 shares of Common Stock acquired by the underwriters following their exercise of the over-allotment option subsequent to the closing of the IPO.

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

468,036

7

 

SOLE DISPOSITIVE POWER

0

8

 

SHARED DISPOSITIVE POWER

468,036

9

 

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

468,036

10

 

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  £

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.0% (1)

12

 

TYPE OF REPORTING PERSON (See Instructions)

PN

(1)          The percentage ownership is based on 45,561,419 shares of Common Stock outstanding following completion of the Issuer’s IPO, as reported in the Issuer’s prospectus filed with the SEC on December 8, 2017. Such amount of shares issued and outstanding includes 1,000,000 shares of Common Stock acquired by the underwriters following their exercise of the over-allotment option subsequent to the closing of the IPO.

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

239,904

7

 

SOLE DISPOSITIVE POWER

0

8

 

SHARED DISPOSITIVE POWER

239,904

9

 

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

239,904

10

 

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  £

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.5% (1)

12

 

TYPE OF REPORTING PERSON (See Instructions)

PN

(1)          The percentage ownership is based on 45,561,419 shares of Common Stock outstanding following completion of the Issuer’s IPO, as reported in the Issuer’s prospectus filed with the SEC on December 8, 2017. Such amount of shares issued and outstanding includes 1,000,000 shares of Common Stock acquired by the underwriters following their exercise of the over-allotment option subsequent to the closing of the IPO.

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

13,212,000

7

 

SOLE DISPOSITIVE POWER

0

8

 

SHARED DISPOSITIVE POWER

13,212,000

9

 

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,212,000

10

 

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  £

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

29.0% (1)

12

 

TYPE OF REPORTING PERSON (See Instructions)

PN

(1)          The percentage ownership is based on 45,561,419 shares of Common Stock outstanding following completion of the Issuer’s IPO, as reported in the Issuer’s prospectus filed with the SEC on December 8, 2017. Such amount of shares issued and outstanding includes 1,000,000 shares of Common Stock acquired by the underwriters following their exercise of the over-allotment option subsequent to the closing of the IPO.

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

13,212,000

7

 

SOLE DISPOSITIVE POWER

0

8

 

SHARED DISPOSITIVE POWER

13,212,000

9

 

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,212,000

10

 

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  £

 

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

29.0% (1)

12

 

TYPE OF REPORTING PERSON (See Instructions)

OO

(1)          The percentage ownership is based on 45,561,419 shares of Common Stock outstanding following completion of the Issuer’s IPO, as reported in the Issuer’s prospectus filed with the SEC on December 8, 2017. Such amount of shares issued and outstanding includes 1,000,000 shares of Common Stock acquired by the underwriters following their exercise of the over-allotment option subsequent to the closing of the IPO.

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").

 

The Reporting Persons have entered into a Joint Filing Agreement, dated January 23, 2018, a copy of which is attached as Exhibit 99.1 to this statement on Schedule 13G, pursuant to which the Reporting Persons agreed to file this statement on Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

 

 

 

 

(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 13,212,000 shares of Common Stock which consists of 12,504,060 shares of Common Stock held by Friedman Fleischer & Lowe Capital Partners II, L.P., 468,036 shares of Common Stock held by FFL Parallel Fund II, L.P. and 239,904 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 Issuer’s prospectus filed with the SEC on December 8, 2017, indicated that, following completion of the Issuer’s initial public offering, there would be 45,561,419 shares of Common Stock outstanding (including the over-allotment option exercised by the underwriters subsequent to the closing of the IPO).  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.: 27.4%

 

 

 

 

 

FFL Parallel Fund II, L.P.: 1.0%

 

 

 

 

 

FFL Executive Partners II, L.P.: 0.5%

 

 

 

 

 

Friedman Fleischer & Lowe GP II, L.P. and Friedman Fleischer & Lowe GP II, LLC: 29.0%

 

 

 

 

(c)

Number of shares as to which the person has:

 

 

 

 

 

 

 

 

 

(i) Sole power to vote or to direct the vote: 0

 

 

 

 

 

(ii) Shared power to vote or to direct the vote: 12,504,060

 

 

 

 

 

(iii) Sole power to dispose or to direct the disposition of: 0

 

 

 

 

 

(iv) Shared power to dispose or to direct the disposition of: 12,504,060

 

 

 

 

 

 

 

 

 

(i) Sole power to vote or to direct the vote: 0

 

 

 

 

 

(ii) Shared power to vote or to direct the vote: 468,036

 

 

 

 

 

(iii) Sole power to dispose or to direct the disposition of: 0

 

 

 

 

 

(iv) Shared power to dispose or to direct the disposition of: 468,036

 

 

 

 

 

 

 

 

 

(i) Sole power to vote or to direct the vote: 0

 

 

 

 

 

(ii) Shared power to vote or to direct the vote: 239,904

 

 

 

 

 

(iii) Sole power to dispose or to direct the disposition of: 0

 

 

 

 

 

(iv) Shared power to dispose or to direct the disposition of: 239,904

 

 

 

 

 

 

 

 

 

(i) Sole power to vote or to direct the vote: 0

 

 

 

 

 

(ii) Shared power to vote or to direct the vote: 13,212,000

 

 

 

 

 

(iii) Sole power to dispose or to direct the disposition of: 0

 

 

 

 

 

(iv) Shared power to dispose or to direct the disposition of: 13,212,000

 

 

 

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