ITEM 1.01 Entry into a Material Definitive Agreement
Sale of
On
The Disposition has been unanimously approved by the Company's board of directors.
Consummation of the Disposition is subject to the satisfaction or waiver of
certain conditions, including (i) expiration or termination of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended (the "HSR Act"), which waiting period expired on
The parties to the Purchase Agreement have made to each other certain representations and warranties, and have agreed to certain covenants and agreements, including with respect to cooperation, regulatory approvals, the Purchaser's financing of the Disposition, the conduct and operation of the Business prior to the closing and similar matters, and non-solicitation and non-competition.
The Purchase Agreement may be terminated in certain circumstances, including, among others, if the Disposition does not close within 90 days of signing (subject to extension in certain circumstances). Additionally, either party may terminate the Purchase Agreement upon a breach by the other party of any representation, warranty, covenant or agreement made by such breaching party in the Purchase Agreement, such that the conditions related to the representations, warranties, covenants and agreements made by such breaching party would not be satisfied and such breach or condition is not curable or, if curable, is not cured 30 days after written notice of such breach.
Acquisition of
On
The Merger Agreement has been approved unanimously by the Company's board of directors.
Consummation of the transactions contemplated by the Merger Agreement are subject to the satisfaction or waiver of certain conditions, including (i) expiration or termination of the applicable waiting period under the HSR Act, (ii) receipt of certain regulatory approvals and licenses, and (iii) the absence of any order, injunction or law preventing or prohibiting the consummation of the transactions contemplated by the Merger Agreement. The Company's obligation to consummate the transactions contemplated by the Merger Agreement is also subject to, among other things, (i) the accuracy of representations and warranties of First Heritage set forth in the Merger Agreement, (ii) First Heritage's compliance with covenants set forth in the Merger Agreement, (iii) the Company's financing of the First Heritage Purchase Price and (iv) the execution of restrictive covenant agreements by certain First Heritage equityholders and members of management, which provide for customary non-solicitation provisions applicable to such equityholders and members of management for a period of three years following the closing of the transaction.
The parties to the Merger Agreement have made to each other certain representations and warranties, and have agreed to certain covenants and agreements, including with respect to cooperation, regulatory approvals, the Company's financing of the First Heritage Purchase Price, the conduct and operation of the First Heritage business prior to the closing.
The Merger Agreement may be terminated in certain circumstances, including,
among others, by either party upon a breach by the other party of any
representation, warranty, covenant or agreement made by such breaching party in
the Merger Agreement, such that the conditions related to the representations,
warranties, covenants and agreements made by such breaching party would not be
satisfied and such breach or condition is not curable by
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The foregoing descriptions of the Purchase Agreement and Merger Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement and Merger Agreement, as applicable, which are attached hereto as Exhibits 2.1 and 2.2, respectively, and are incorporated herein by reference. The representations, warranties and covenants of each party set forth in the Purchase Agreement and Merger Agreement, as applicable, have been made only for the purposes of, and were and are solely for the benefit of the parties to the Purchase Agreement and Merger Agreement, respectively, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement and Merger Agreement, respectively, instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement or Merger Agreement, as applicable, which subsequent information may or may not be fully reflected in the Company's public disclosures. Accordingly, the Purchase Agreement and Merger Agreement included with this filing are only to provide investors with information regarding the terms of each of the Purchase Agreement and Merger Agreement, and not to provide investors with any factual information regarding the parties thereto, their respective affiliates or their respective businesses.
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
In connection with the transactions contemplated by the Purchase Agreement
described in Item 1.01,
ITEM 7.01 Regulation FD Disclosure
On
On
The information furnished in Item 7.01, including Exhibit 99.1 and Exhibit 99.2 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
ITEM 9.01 Exhibits (d). Exhibits Exhibit Number Description 2.1 Equity and Asset Purchase Agreement, dated as ofMay 18, 2022 , amongCURO Intermediate Holdings Corp. ,Sparrow Purchaser, LLC and CCF Intermediate Holdings LLC* 2.2 Agreement and Plan of Merger, dated as ofMay 18, 2022 , amongCURO Group Holdings Corp. ,Sugarcane Sub, LLC ,First Heritage Credit, LLC andErnest L. Coward , Jr., solely in his capacity as Member Representative* 99.1 Press Release, datedMay 19, 2022 . 99.2 Supplemental Investor Presentation, datedMay 19, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K.
of any omitted schedule or exhibit upon request by the
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