ITEM 1.01 Entry into a Material Definitive Agreement
On December 27, 2021, CURO Finance, LLC (the "Temporary Notes Issuer"), a
wholly-owned subsidiary of CURO Group Holdings Corp. (the "Company"), completed
the issuance of $250 million in aggregate principal amount of senior secured
notes due 2028 (the "notes"). The notes were issued pursuant to an indenture,
dated December 3, 2021 (the "Indenture"), between the Temporary Notes Issuer and
TMI Trust Company, as trustee and collateral agent (the "Trustee"). Proceeds
from the issuance of the notes, which were deposited into an escrow account on
December 3, 2021, were released to the Company substantially concurrent with the
consummation of the Acquisition (as defined below) and used to fund the
Acquisition, together with cash on hand and shares of the Company's common
stock. Immediately prior to the consummation of the Acquisition, the Temporary
Notes Issuer was merged with and into the Company, with the Company surviving
the merger (the "CURO Merger"). Following the CURO Merger, the Company and the
Trustee entered into a supplemental indenture (the "Temporary Notes Supplemental
Indenture"), pursuant to which the Company assumed the obligations of the
Temporary Notes Issuer under the Indenture and the notes.
Concurrent with the execution of the Temporary Notes Supplemental Indenture, the
Company issued a notice of mandatory exchange relating to the notes under the
Indenture. Pursuant to the mandatory exchange, the Company will redeem the
Temporary Notes by exchanging them for an equal aggregate principal amount of
its 7.500% Senior Secured Notes due 2028 (the "Add-On Notes"). The Add-On Notes
will constitute an additional issuance of the Company's outstanding 7.500%
Senior Secured Notes due 2028 issued under the indenture dated as of July 30,
2021 between the Company and the Trustee. The Company expects to complete the
mandatory exchange promptly following the execution of the Temporary Notes
The foregoing description of the Indenture and the Temporary Notes Supplemental
Indenture does not purport to be complete and are qualified in their entirety by
reference to the complete text of the Indenture, which was filed as Exhibit 4.1
to the Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission on December 3, 2021 and is incorporated by reference herein,
and the Temporary Notes Supplemental Indenture, which is attached to this report
as Exhibit 4.1 and is incorporated by reference herein.
ITEM 2.01 Completion of Acquisition or Disposition of Assets
On December 27, 2021, the Company and Curo Intermediate Holdings Corp., a
Delaware corporation and wholly-owned subsidiary of the Company ("Buyer"),
completed its previously announced acquisition of SouthernCo, Inc., a Delaware
corporation d/b/a Heights Finance ("Heights Finance"), from SouthernCo Holdings,
LLC, a Delaware limited liability company ("Seller"), pursuant to that certain
stock purchase agreement dated as of November 17, 2021 (the "Purchase
Pursuant to the Purchase Agreement, Buyer agreed to purchase from Seller all of
the issued and outstanding common stock of Heights Finance for a purchase price
of $360 million, consisting of $335 million in cash and shares of the Company's
common stock valued at $25 million in accordance with the formula set forth in
the Purchase Agreement, subject to customary working capital and certain other
adjustments (the "Acquisition").
The Company common stock issued to the Seller at closing is subject to customary
lock-up provisions and registration rights pursuant to the terms of the Lock-Up
Agreement and Registration Rights Agreement entered into by the Company and the
Seller at the closing of the Acquisition.
Additionally, employment agreements entered into between a subsidiary of the
Company and Douglas Clark, Richard Pfaltzgraff and Gary Fulk, Heights Finance's
current Chief Executive Officer, Chief Financial Officer and Chief Operating
Officer, respectively, became effective at the closing of the Acquisition.
Pursuant to the terms of the Purchase Agreement, Buyer delivered $10 million in
cash and 1,157,006 shares of Company common stock to the escrow agent to cover
certain indemnification obligations of Seller under the terms of the Purchase
Agreement, although there is no assurance that any actual liability incurred by
the Company will not exceed amounts recoverable from such escrow.
The foregoing description of the Purchase Agreement and the transactions
contemplated thereby does not purport to be complete and is subject to, and
qualified in its entirety by, the full text of the Purchase Agreement, which is
filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on November 19, 2021, and is 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 in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 2.03.
ITEM 7.01 Regulation FD Disclosure
On December 28, 2021, the Company issued a press release announcing the closing
of the Acquisition, which is filed as Exhibit 99.1 to this Current Report on
The Company also has prepared updated information, which includes (i) certain
information regarding the Acquisition and (ii) projections,, forecasts and
assumptions about various matters, including its fourth quarter 2021 outlook. A
copy of the presentation is furnished as Exhibit 99.2 to this Current Report on
Form 8-K and is incorporated into this Item 7.01 by reference. A copy of the
presentation is available at https://ir.curo.com/.
The information set forth in this Item 7.01 and the attached Exhibit 99.1 shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended.
ITEM 9.01 Financial Statements and Exhibits
(a). Financial Statements of Businesses Acquired
The financial statements required to be filed by Item 9.01(a) of Form 8-K will
be filed by amendment to this Current Report on Form 8-K no later than 71
calendar days after the date that this Current Report on Form 8-K must be filed.
(b). Pro Forma Financial Information
The pro forma financial information required to be filed by Item 9.01(b) of Form
8-K will be filed by amendment to this Current Report on Form 8-K no later than
71 calendar days after the date that this Current Report on Form 8-K must be
Exhibit Number Description
4.1 Supplemental Indenture, dated December 2 6 , 2021, by and
between CURO Group Holdings Corp. and TMI Trust Company
99.1 Press Release, dated December 28, 2021
99.2 Presentation regarding the
Acquisition and fourth quarter 2021
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