Amendment to Amended and Restated Investors Rights Agreement, dated May 14, 2018, between the Registrant and the investors listed on the signature pages thereto

EX-4.3 3 d579650dex43.htm EX-4.3 EX-4.3

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 Holder’s name on Exhibit A shall constitute such Holder’s 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