false0001711291200 W Hubbard Street8th FloorChicagoIL00017112912024-02-072024-02-07

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________________________________________________________________
FORM 8-K
__________________________________________________________________________
 
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 7, 2024
________________________________________________________________________
CURO GROUP HOLDINGS CORP
(Exact Name of Registrant as Specified in Its Charter)
________________________________________________________________________
Delaware001-3831590-0934597
(State or other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)
200 W Hubbard Street, 8th Floor, Chicago, IL
60654
(Address of Principal Executive Offices)(Zip Code)

(312) 470-2000
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
________________________________________________________________________
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common stockCURONYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).

    Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




ITEM 1.01 Entry into a Material Definitive Agreement

On February 7, 2024, CURO Group Holdings Corp. (the “Company”), the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee and collateral agent, entered into a supplemental indenture (the “1.5L Supplemental Indenture”) to the indenture (the “1.5L Indenture”) governing the Company’s outstanding 7.500% Senior 1.5 Lien Secured Notes due 2028 (the “1.5L Notes”).

The Company entered into the 1.5L Supplemental Indenture following receipt of the consent from holders of at least a majority in aggregate principal amount of the 1.5L Notes (the “Required Consents”) pursuant to its previously announced consent solicitation (the “Consent Solicitation”) in order to (a) waive the potential default arising from the Company’s potential failure to maintain liquidity equal to or greater than $75,000,000 as of January 31, 2024 under the 1.5L Indenture and (b) extend the grace period for an interest payment default from five business days to 30 days (which includes the default that occurred under Section 7.01(a) of the 1.5L Indenture as a result of the Company’s failure to make the interest payment due on February 1, 2024) (the “Proposed 1.5L Waiver and Amendment”).

The foregoing description of the 1.5L Supplemental Indenture is a summary and is qualified in its entirety by reference to the 1.5L Supplemental Indenture, which is attached hereto as Exhibit 4.1 and incorporated herein by reference.
ITEM 7.01 Regulation FD Disclosure

Liquidity Maintenance Covenants

The Company previously disclosed that as of January 31, 2024 it may not have been in compliance with the liquidity maintenance covenants set forth in the Company’s First Lien Credit Agreement, dated as of May 15, 2023 (the “1.0L Credit Agreement”), the 1.5L Indenture and the Company’s securitization facilities.

Following the launch of the Consent Solicitation, the Company determined that as of January 31, 2024, the Company was in compliance with the liquidity maintenance covenants set forth in the 1.0L Credit Agreement, the 1.5L Indenture and the Company’s securitization facilities; therefore, no liquidity default under such debt facilities occurred as of such date.

Press Release

On February 8, 2024, the Company issued a press release announcing the expiration of the Consent Solicitation, the receipt of the Required Consents to effect the Proposed 1.5L Waiver and Amendment and the entry into the 1.5L Supplemental Indenture in connection therewith.

A copy of the Company’s press release announcing such matters is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Stakeholder Discussions

As previously announced, the Company and its advisors continue to be engaged in discussions with certain of its key lenders and other stakeholders regarding a potential comprehensive financial restructuring to strengthen the Company’s balance sheet and financial position. These discussions remain ongoing.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements. These forward-looking statements include assumptions about various matters, such as the Company’s continued discussions with certain of its key lenders and other stakeholders and the outcome or timing of such process. In addition, words such as “guidance,” “estimate,” “anticipate,” “believe,” “forecast,” “step,” “plan,” “predict,” “focused,” “project,” “is likely,” “expect,” "anticipate," “intend,” “should,” “will,” “confident,” variations of such words and similar expressions are intended to identify forward-looking statements. Our ability to achieve these forward-looking statements is based on certain assumptions, judgments and other factors, both within and outside of our control, that could cause actual results to differ materially from those in the forward-looking statements, including the risk that the Company will be unable to execute on a comprehensive financial restructuring and the risk that the Company’s discussions with its lenders and other stakeholders will be unduly delayed or unsuccessful, as well as other factors discussed in our filings with the Securities and Exchange Commission. These projections, estimates and assumptions may prove to be inaccurate in the future. These forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. There may be additional risks that we presently do not know or that we currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual future results. We undertake no obligation to update, amend or clarify any forward-looking statement for any reason.



ITEM 9.01     Financial Statements and Exhibits

(d). Exhibits

Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 8th day of February, 2024.

                        CURO Group Holdings Corp.
                        By: /s/ Ismail Dawood
                        Ismail Dawood
                        Chief Financial Officer

Exhibit 4.1
FIRST SUPPLEMENTAL INDENTURE
This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 7, 2024, is among CURO Group Holdings Corp., a Delaware corporation (the “Issuer”), the guarantors party hereto (the “Guarantors”) and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the “Trustee”).
W I T N E S S E T H:
WHEREAS, the Issuer and the Guarantors have heretofore executed and delivered to the Trustee an Indenture, dated as of May 15, 2023, by and among the Issuer, the guarantors party thereto and the Trustee (as may be further amended or supplemented to the date hereof, the “Indenture”), providing for the issuance of 7.500% Senior 1.5 Lien Secured Notes due 2028 (the “Notes”);
WHEREAS, an Event of Default may have occurred under Section 7.01(c)(i) of the Indenture to the extent the Issuer failed to maintain Liquidity, as of January 31, 2024, sufficient to cause Section 5.24(a) to be satisfied as of such date (the “Liquidity Default”);
WHEREAS, a Default has occurred under Section 7.01(a) of the Indenture as a result of the Issuer’s failure to make an interest payment under the Indenture when due on February 1, 2024 and such Default will become an Event of Default upon expiration of the five (5) Business Day grace period set forth in Section 7.01(a) of the Indenture;
WHEREAS, the Issuer and the Guarantors desire to waive the Liquidity Default and amend Section 7.01(a) of the Indenture to extend the above-referenced grace period (the “Waiver and Amendment”), each as set forth in Article 2 of this Supplemental Indenture;
WHEREAS, pursuant to Section 10.02 of the Indenture, the Issuer, the Guarantors and the Trustee may amend, supplement or waive certain provisions of the Indenture with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding;
WHEREAS, in connection with this Supplemental Indenture, the Issuer, pursuant to the Consent Solicitation Statement, dated February 2, 2024 (the “Consent Solicitation Statement”), solicited and received consents from Holders representing a majority in aggregate principal amount of the Notes outstanding, allowing the Issuer to amend the Indenture as described herein;
WHEREAS, the Issuer has (i) received the consent of the Holders of at least a majority in principal amount of the outstanding Notes, all as certified by a certificate of the information agent (attached to the Officer’s Certificate delivered in connection herewith) with respect to the Consent Solicitation (as defined in the Consent Solicitation Statement), as the duly appointed proxy of such Holders, delivered to the Issuer and the Trustee and (ii) delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture an Officer’s Certificate and an Opinion of Counsel relating to this Supplemental Indenture pursuant to the Indenture certifying that (A) all other conditions precedent and covenants, if any, provided for in the Indenture relating to the execution and delivery by the Issuer, the Guarantors, and the Trustee of this Supplemental Indenture have been complied with, (B) the execution and delivery of this Supplemental Indenture is authorized or permitted by the Indenture, (C) this Supplemental Indenture is the legal, valid and binding obligation of the Issuer and the Guarantors party hereto, enforceable against them in accordance with its terms, subject to customary exceptions, and (D) this Supplemental Indenture complies with the provisions of the Indenture;
WHEREAS, this Supplemental Indenture is authorized and permitted under Section 10.05 of the Indenture and has been duly authorized by all necessary corporate action on the part of the Issuer and the Guarantors;
WHEREAS, all conditions precedent and covenants, if any, provided for in the Indenture relating to the execution and delivery of this Supplemental Indenture have been complied with, the execution and delivery of this Supplemental Indenture is authorized or permitted by the Indenture, this Supplemental
1

Exhibit 4.1
Indenture is the legal, valid and binding obligation of the Issuer and the Guarantors party hereto and this Supplemental Indenture complies with the provisions of the Indenture; and
WHEREAS, pursuant to Section 10.05 of the Indenture, the Board of Directors of the Issuer has approved the execution and delivery of this Supplemental Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture, and the Issuer and the Guarantors have requested that the Trustee execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer and the Trustee mutually covenant and agree as follows:
ARTICLE 1
AMENDMENTS TO ARTICLE I, DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01. For purposes of this Supplemental Indenture, the terms defined in the recitals shall have the meanings therein specified; any capitalized terms used and not defined herein shall have the same respective meanings as assigned to them in the Indenture; and references to Articles or Sections shall, unless the context indicates otherwise, be references to Articles or Sections of the Indenture.
SECTION 1.02. Any definitions used exclusively in the provisions of the Indenture or the Notes that are deleted pursuant to the Amendments as set forth under this Supplemental Indenture, and any definitions used exclusively within such definitions, are hereby deleted in their entirety from the Indenture and the Notes, and all textual references in the Indenture and the Notes exclusively relating to paragraphs, Sections, Articles or other terms or provisions of the Indenture that have been otherwise deleted pursuant to this Supplemental Indenture are hereby deleted in their entirety. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
ARTICLE 2
WAIVER AND AMENDMENT TO THE INDENTURE AND THE NOTES
SECTION 2.01. The Liquidity Default is hereby waived; provided, however, that such waiver shall expire and the Liquidity Default (to the extent occurred) shall constitute an Event of Default under the Indenture upon the earlier of (a) March 1, 2024 or (b) the date on which any portion of the Indebtedness under the Credit Agreement is accelerated pursuant to the terms of the Credit Agreement prior to the final stated maturity of such Indebtedness.
SECTION 2.02. The Indenture and the Notes are hereby amended by replacing the phrase “five (5) Business Days” in Section 7.01(a) with “thirty (30) days”.
    Any and all additional provisions of the Indenture and the Notes are hereby deemed to be amended to the extent necessary to reflect the intentions of the Waiver and Amendment provided for in this Supplemental Indenture.
ARTICLE 3
EFFECTIVENESS
SECTION 3.01. Upon the execution and delivery of this Supplemental Indenture by the Issuer, the Guarantors and the Trustee, the Indenture shall be supplemented in accordance herewith, and this Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder holding Notes that have been heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby.
2

Exhibit 4.1
ARTICLE 4

MISCELLANEOUS
SECTION 4.01. Amendments to the Indenture pursuant to this Supplemental Indenture shall also apply to the Notes, including, without limitation, provisions of the Notes relating to the Amendments as set forth in the Exhibits to the Indenture.

SECTION 4.02. The Trustee accepts the trusts created by the Indenture, as amended and supplemented by this Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as amended and supplemented by this Supplemental Indenture.

SECTION 4.03. The terms and conditions of this Supplemental Indenture shall be deemed to be incorporated in and made a part of the terms and conditions of the Indenture for any and all purposes, and all the terms and conditions of both shall be read, taken and construed together as though they constitute one and the same instrument, except that in the case of conflict, the provisions of this Supplemental Indenture will control. The Trustee does not make any representation or warranty as to the validity or sufficiency of this Supplemental Indenture or as to the accuracy of the recitals to this Supplemental Indenture.

SECTION 4.04. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

SECTION 4.05. All covenants and agreements in this Supplemental Indenture by the Issuer or the Trustee shall bind their respective successors and assigns, whether so expressed or not.

SECTION 4.06. In case any provisions in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 4.07. Nothing in this Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their successors under the Indenture and the Holders of the Notes, any benefit or any legal or equitable right, remedy or claim under the Indenture.

SECTION 4.08. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile, PDF or other electronic transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, PDF or other electronic methods shall be deemed to be their original signatures for all purposes.

SECTION 4.09. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

3

Exhibit 4.1
SECTION 4.10. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Issuer. The rights, protections and the indemnities afforded to the Trustee under the Indenture shall apply to the execution hereof and the transactions contemplated hereunder.

SECTION 4.11. The Section headings herein are for convenience only and shall not affect the construction thereof.
[Remainder of page intentionally left blank.]
4


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first written above.
Issuer:

CURO GROUP HOLDINGS CORP.
By:    /s/ Douglas D Clark    
Name:    Douglas D. Clark
Title:     Chief Executive Officer

Guarantors:
CURO FINANCIAL TECHNOLOGIES CORP.
CURO INTERMEDIATE HOLDINGS CORP.
CURO MANAGEMENT LLC
FIRST HERITAGE CREDIT, LLC
FIRST HERITAGE CREDIT OF ALABAMA, LLC
FIRST HERITAGE CREDIT OF LOUISIANA, LLC
FIRST HERITAGE CREDIT OF MISSISSIPPI, LLC
FIRST HERITAGE CREDIT OF SOUTH CAROLINA, LLC
FIRST HERITAGE CREDIT OF TENNESSEE, LLC
SOUTHERNCO, INC.
By:    /s/ Douglas D Clark    
Name:    Douglas D Clark
Title:     President

[Signature Page to First Supplemental Indenture]

ENNOBLE FINANCE, LLC
By: Curo Intermediate Holdings Corp.
Its: Sole Member
        By: /s/ Douglas D Clark    
       Name: Douglas D Clark
       Title: President


ATTAIN FINANCE, LLC
AD ASTRA RECOVERY SERVICES, INC.
CURO VENTURES, LLC
CURO COLLATERAL SUB, LLC
CURO CREDIT, LLC
HEIGHTS FINANCING HOLDING CO.
SOUTHERN FINANCE OF SOUTH CAROLINA, INC.
COVINGTON CREDIT OF ALABAMA, INC.
QUICK CREDIT CORPORATION
COVINGTON CREDIT, INC.
COVINGTON CREDIT OF GEORGIA, INC.
COVINGTON CREDIT OF TEXAS, INC.
HEIGHTS FINANCE CORPORATION
HEIGHTS FINANCE CORPORATION
By: /s/ Gary L Fulk    
Name: Gary L. Fulk
Title: President


SOUTHERN FINANCE OF TENNESSEE, INC.
By: /s/ Gary L Fulk    
Name: Gary L. Fulk
Title: President and Chief Executive Officer

[Signature Page to First Supplemental Indenture]

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
as Trustee and Collateral Agent
By:     /s/ Christopher J. Grell    
Name: Christopher J. Grell
Title: Vice President



[Signature Page to First Supplemental Indenture]
Exhibit 99.1
imagea.jpg




CURO Group Holdings Corp. Announces Expiration and Results of Consent Solicitation for its 7.500% Senior 1.5 Lien Secured Notes Due 2028

Holders Consent to Proposed Waiver and Amendment

Chicago, Illinois – February 8, 2024 – CURO Group Holdings Corp. (NYSE: CURO) (“CURO” or the “Company”), an omni-channel consumer finance company serving consumers in the U.S. and Canada, today announced the expiration and results of its previously announced consent solicitation (the “Consent Solicitation”) from all registered holders (individually, a “Holder,” and collectively, the “Holders”) of the Company’s outstanding 7.500% Senior 1.5 Lien Secured Notes due 2028 (the “Notes”), issued pursuant to the Indenture, dated as of May 15, 2023 (the “Indenture”), among the Company, the guarantors party thereto (the “Guarantors”) and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the “Trustee”).

The purpose of the Consent Solicitation was to obtain the consent of the Holders to (a) waive the potential default under the Indenture arising from the Company’s potential failure to maintain liquidity equal to or greater than $75,000,000 as of January 31, 2024 and (b) extend the grace period for an interest payment default under the Indenture to 30 days (which would include the existing default that has occurred under Section 7.01(a) of the Indenture as a result of the Company’s failure to make the interest payment due under the Indenture on February 1, 2024) (the “Proposed Waiver and Amendment”).

The Consent Solicitation was made pursuant to the terms of and subject to the conditions set forth in the Consent Solicitation Statement, dated February 5, 2024.

The Consent Solicitation expired at 5:00 p.m., New York City time, on February 7, 2024] (the “Expiration Date”). As of the Expiration Date and according to information received by Epiq Corporate Restructuring, LLC, the information agent and tabulation agent in connection with the Consent Solicitation, consents to the Proposed Waiver and Amendment had been provided and not validly revoked by Holders of approximately 97% of the aggregate principal amount of the Notes outstanding. Accordingly, the Company obtained the consents required to effect the Proposed Waiver and Amendment under the terms of the Indenture.

On February 7, 2024 (the “Consent Effective Time”), the Company, the Guarantors and the Trustee executed a supplemental indenture (the “Supplemental Indenture”) effecting the Proposed Waiver and Amendment. The Supplemental Indenture is effective as to all Holders as of the Consent Effective Time, whether or not a Holder delivered a consent prior to the Expiration Date.

This press release is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. This announcement is also not a solicitation of consents with respect to the Proposed Waiver and Amendment or otherwise. The Consent Solicitation was made solely through the Consent Solicitation Statement referred to above and related materials. The Consent Solicitation was not made to Holders in any jurisdiction in which the Company was aware that the making of the Consent Solicitation would be unlawful. In any jurisdiction in which applicable law required the Consent Solicitation to be made by a licensed broker or dealer, the Consent Solicitation was deemed to be made on the Company's behalf by the information agent and tabulation agent or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

About CURO

CURO Group Holdings Corp. (NYSE: CURO) is a leading consumer credit lender serving U.S. and Canadian customers for over 25 years. Our roots in the consumer finance market run deep. We’ve worked diligently to provide customers a variety of convenient, easily accessible financial services. Our decades of diversified data power a hard-to-replicate underwriting and scoring engine, mitigating risk

Exhibit 99.1

across the full spectrum of credit products. We operate under a number of brands including Cash Money®, LendDirect®, Heights Finance, Southern Finance, Covington Credit, Quick Credit and First Heritage Credit.


(CURO-NWS)

Investor Relations:

Email: IR@curo.com

v3.24.0.1
Cover Page
Feb. 07, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 07, 2024
Entity Registrant Name CURO GROUP HOLDINGS CORP
Entity Incorporation, State or Country Code DE
Entity File Number 001-38315
Entity Tax Identification Number 90-0934597
Entity Address, Address Line One 200 W Hubbard Street
Entity Address, City or Town Chicago
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60654
City Area Code 312
Local Phone Number 470-2000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock
Trading Symbol CURO
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001711291
Entity Address, Address Line Two 8th Floor
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