Amendment to Amended and Restated Investors Rights Agreement, dated May 14, 2018, between the Registrant and the investors listed on the signature pages thereto
Exhibit 4.3
Execution Version
CURO GROUP HOLDINGS CORP.
AMENDMENT TO INVESTOR RIGHTS AGREEMENT
May 14, 2018
Reference is made to that certain Amended and Restated Investor Rights Agreement, dated as of dated as of the 11th day of December, 2017 (the Investor Rights Agreement) among (i) CURO Group Holdings Corp. (the Company), (ii) Freidman Fleischer & Lowe Capital Partners II, L.P., FFL Executive Partners II, L.P. and FFL Parallel Fund II, L.P. (collectively, the FFL Entities), (iii) Chadwick Faulkner (Faulkner) (iv) the Faulkner, Chadwick 2014 GRAT (the Faulkner GRAT) (v) Exempt Family Trust c/u Chadwick H. Faulkner 2017 Dynasty Trust (the C. Faulkner Trust) (vi) Exempt Family Trust c/u/ Leah M. Faulkner 2017 Dynasty Trust (together with Faulkner, the Faulkner GRAT and the C. Faulkner Trust, the Faulkner Parties), (vii) Rippel Holdings, LLC (Rippel), (v) McKnight Holdings, LLC (McKnight), (viii) James Ackerman (Ackerman), (ix) Nick Adams (Adams), (x) Matt Miller (Miller) and (xi) the J.P. Genova Family Trust (the Trust and, together with the FFL Entities, the Faulkner Parties, Rippel, McKnight, Ackerman, Adams and Miller, the Holders). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Investor Rights Agreement.
Pursuant to Section 2 of the Investor Rights Agreement, the Holders possess certain registration rights including with respect to demanding the Registration of the resale of Registrable Securities pursuant to Section 2.01 thereof.
Notwithstanding anything to the contrary set forth in the Investor Rights Agreement, the Holders and the Company hereby agree, including for purposes of Section 3.05 of the Investor Rights Agreement, that (i) the Company shall file with the SEC a registration statement on Form S-1 to register the resale by certain Holders of Registered Securities in a Long-Form Registration (the Secondary Offering), such Secondary Offering shall constitute a Demand Registration and such registration statement shall constitute a Demand Registration Statement, each Holder shall constitute a Demand Party with respect to such Demand Registration and this Agreement shall constitute a Demand Notice, (ii) the amounts set forth set forth next to each Holders name on Exhibit A shall constitute such Holders request for such amounts of Registrable Securities to be registered in the Secondary Offering, (iii) a majority of the Holders have determined that the Demand Registration in respect thereof shall be in the form of an Underwritten Offering, (iv) a majority of the Holders have designated Willkie Farr & Gallagher LLP and Grant Thornton LLP to serve as legal counsel and accounting firm, respectively, pursuant to Section 2.08 of the Investor Rights Agreement and (v) all notices due to any of the Holders or the Company with respect to the Secondary Offering under the Investor Rights Agreement are hereby waived.
Except as expressly stated herein, this amendment shall not alter, modify, amend or in any way affect any of the terms, conditions, covenants, obligations or agreements contained in the Investor Rights Agreement. This amendment shall be governed by, and construed and interpreted in accordance with, the law of the State of Delaware, without giving effect to principles of conflicts of law.
[Remainder of Page Left Blank Intentionally]
IN WITNESS WHEREOF, the parties have executed this Amendment to the Amended and Restated Investor Rights Agreement as of the date first written above.
CURO GROUP HOLDINGS CORP. | ||||
By: | /s/ Don Gayhardt | |||
Name: | Don Gayhardt | |||
Title: | President and Chief Executive Officer |
[Signature Page to Amended and Restated Investors Rights Agreement Amendment]
IN WITNESS WHEREOF, the parties have executed this Amendment to the Amended and Restated Investor Rights Agreement as of the date first written above.
MCKNIGHT HOLDINGS, LLC | ||
By: | /s/ Mike McKnight | |
Name: Mike McKnight | ||
Title: Member | ||
FAULKNER, CHADWICK 2014 GRAT | ||
By: | /s/ Chadwick Faulkner | |
Name: Chadwick Faulkner | ||
Title: Advisor | ||
RIPPEL HOLDINGS, LLC | ||
By: | /s/ Doug Rippel | |
Name: Doug Rippel | ||
Title: Member | ||
J.P. GENOVA FAMILY TRUST | ||
By: | /s/ Joseph Genova | |
Name: Joseph Genova | ||
Title: Trustee |
[Signature Page to Amended and Restated Investors Rights Agreement Amendment]
IN WITNESS WHEREOF, the parties have executed this Amendment to the Amended and Restated Investor Rights Agreement as of the date first written above.
/s/ James Ackerman |
James Ackerman |
/s/ Matthew Miller |
Matthew Miller |
/s/ Nick Adams |
Nick Adams |
/s/ Chadwick Faulkner |
Chadwick Faulkner |
[Signature Page to Amended and Restated Investors Rights Agreement Amendment]
IN WITNESS WHEREOF, the parties have executed this Amendment to the Amended and Restated Investor Rights Agreement as of the date first written above.
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: | /s/ Rajat Dougal | |
Name: Rajat Dougal | ||
Title: Managing Director |
[Signature Page to Amended and Restated Investors Rights Agreement Amendment]
IN WITNESS WHEREOF, the parties have executed this Amendment to the Amended and Restated Investor Rights Agreement as of the date first written above.
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: | /s/ Rajat Dougal | |
Name: Rajat Dougal | ||
Title: Managing Director |
[Signature Page to Amended and Restated Investors Rights Agreement Amendment]
IN WITNESS WHEREOF, the parties have executed this Amendment to the Amended and Restated Investor Rights Agreement as of the date first written above.
FRIEDMAN FLEISCHER & LOWE | ||
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: | /s/ Rajat Dougal | |
Name: Rajat Dougal | ||
Title: Managing Director |
[Signature Page to Amended and Restated Investors Rights Agreement Amendment]
IN WITNESS WHEREOF, the parties have executed this Amendment to the Amended and Restated Investor Rights Agreement as of the date first written above.
EXEMPT FAMILY TRUST C/U CHADWICK H. | ||
FAULKNER 2017 DYNASTY | ||
By: | /s/ Leah Faulkner | |
Name: Leah Faulkner | ||
Title: Trustee | ||
EXEMPT FAMILY TRUST C/U/ LEAH M. | ||
FAULKNER 2017 DYNASTY TRUST | ||
By: | /s/ Chadwick Faulkner | |
Name: Chadwick Faulkner | ||
Title: Trustee |
[Signature Page to Amended and Restated Investors Rights Agreement Amendment]
EXHIBIT A
Name | Base | Shoe | ||||||
Freidman Fleischer & Lowe Capital Partners II, L.P., | 3,310,009 | 709,813 | ||||||
FFL Executive Partners II, L.P. | 63,506 | 13,618 | ||||||
FFL Parallel Fund II, L.P. | 123,896 | 26,569 | ||||||
Exempt Family Trust c/u Chadwick H. Faulkner 2017 Dynasty Trust | 250,001 | |||||||
Exempt Family Trust c/u Leah M. Faulkner 2017 Dynasty Trust | 250,001 | |||||||
McKnight Holdings, LLC | 500,000 | |||||||
James Ackerman | 31,996 | |||||||
Nick Adams | 45,968 | |||||||
Matt Miller | 224,623 | |||||||
Tammy White (not a Holder) | 100,000 | |||||||
Terry Pitman (not a Holder) | 100,000 |