UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 23, 2018
Regional Management Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35477 | 57-0847115 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
979 Batesville Road, Suite B
Greer, South Carolina 29651
(Address of principal executive offices) (zip code)
(864) 448-7000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-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)) |
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 Rule 12b-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 May 23, 2018, Regional Management Receivables II, LLC (the “ Borrower ”), a wholly-owned subsidiary of Regional Management Corp. (the “ Company ”), Credit Suisse AG, Cayman Islands Branch (“ Credit Suisse CIB ”), and GIFS Capital Company, LLC (“ GIFS ,” and together with Credit Suisse CIB, the “ Lenders ”) entered into an amended and restated Schedule A-1 (the “ Schedule ”) to the Credit Agreement, dated June 20, 2017, by and among the Company, as servicer, the Borrower, the lenders from time to time parties thereto, Wells Fargo Bank, National Association, as account bank, image file custodian, and backup servicer, Wells Fargo Bank, National Association, as administrative agent, and Credit Suisse AG, New York Branch, as structuring and syndication agent. At the request of the Borrower, the Lenders in the Credit Suisse Lender Group have agreed to increase the total commitment of the Credit Suisse Lender Group by $25,000,000.
| 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 under Item 1.01 of this Form 8-K is incorporated herein by reference.
| 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.
| Regional Management Corp. | ||||||
| Date: May 24, 2018 | By: | /s/ Peter R. Knitzer | ||||
| Peter R. Knitzer | ||||||
| President and Chief Executive Officer | ||||||
Exhibit 10.1
Reference is hereby made to the Credit Agreement, dated as of June 20, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among Regional Management Receivables II, LLC, as borrower, Regional Management Corp, as servicer, Credit Suisse AG, New York Branch, as structuring and syndication agent, Wells Fargo Bank, National Association (“ Wells Fargo Bank ”), as backup servicer, image file custodian and account bank, the Lenders from time to time party thereto, the Agents for the Lender Groups from time to time parties thereto and Wells Fargo Bank, as Administrative Agent. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement.
At the request of the Borrower, the Lenders in the Credit Suisse Lender Group hereby agree to increase the Commitment of the Credit Suisse Lender Group by $25,000,000 (as reflected below), effective upon payment of the fee due by the Borrower under the Credit Suisse Upfront Fee Letter in connection with such increase. In accordance with Section 2.04 of the Credit Agreement, the Borrower and the Lenders in the Credit Suisse Lender Group hereby agree that Schedule A-1 to the Credit Agreement is, upon payment of the fee due by the Borrower under the Credit Suisse Upfront Fee Letter in connection with such increase, hereby amended and replaced in its entirety with the following, which shall constitute the new Schedule A-1 to the Credit Agreement:
AMENDED AND RESTATED
SCHEDULE A-1
CREDIT SUISSE LENDER SUPPLEMENT
CLASS A
|
Lender Group: |
Credit Suisse |
|
|
Agent: |
Credit Suisse AG, New York Branch |
|
|
Address for Notices: |
Credit Suisse AG, New York Branch
E-mail: ############@credit-suisse.com ############@credit-suisse.com ############@credit-suisse.com ############@credit-suisse.com ############@credit-suisse.com Telephone: ###-###-#### |
|
|
Class A Conduit Lender: |
GIFS Capital Company, LLC |
|
|
Commitment: |
An amount not to exceed the commitment of Credit Suisse AG, Cayman Islands Branch |
|
|
Address for Notices and Investing Office: |
GIFS Capital Company, LLC
227 West Monroe
St., Suite 4900
Telephone No.: (###) ###-#####
|
|
|
Class A Committed Lender: |
Credit Suisse AG, Cayman Islands Branch |
|
|
Commitment: |
$85,000,000 |
|
|
Address for Notices and Investing Office: |
Credit Suisse AG, New York Branch
E-mail: ############@credit-suisse.com ############@credit-suisse.com ############@credit-suisse.com ############@credit-suisse.com ############@credit-suisse.com Telephone: ###-###-#### |
|
|
Wire Information: |
If for the Credit Suisse Lender Group:
Bank Name: Bank of New York, NY Acct Name: Alpine Securitization LTD ABA#: ###-###-### Acct#: ############ Attn: ############ ############ Ref: Regional Management |
|
CLASS B
|
Lender Group: |
Credit Suisse |
|
|
Agent: |
Credit Suisse AG, New York Branch |
|
|
Address for Notices: |
Credit Suisse AG, New York Branch
E-mail: ############@credit-suisse.com ############@credit-suisse.com ############@credit-suisse.com ############@credit-suisse.com ############@credit-suisse.com Telephone: ###-###-#### |
|
2
|
Class B Conduit Lender: |
GIFS Capital Company, LLC |
|
|
Commitment: |
An amount not to exceed the commitment of Credit Suisse AG, Cayman Islands Branch |
|
|
Address for Notices and Investing Office: |
GIFS Capital Company, LLC
227 West Monroe St., Suite 4900
Telephone No.: (###) ###-##### |
|
|
Class B Committed Lender: |
Credit Suisse AG, Cayman Islands Branch |
|
|
Commitment: |
$15,000,000 |
|
|
Address for Notices and Investing Office: |
Credit Suisse AG, New York Branch
E-mail: ############@credit-suisse.com ############@credit-suisse.com ############@credit-suisse.com ############@credit-suisse.com ############@credit-suisse.com Telephone: ###-###-#### |
|
|
Wire Information: |
If for the Credit Suisse Lender Group:
Bank Name: Bank of New York, NY Acct Name: Alpine Securitization LTD ABA#: ###-###-### Acct#: ############ Attn: ############ ############ Ref: Regional Management |
|
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ACKNOWLEDGED AND AGREED TO
AS OF THE DATE BELOW BY:
REGIONAL MANAGEMENT RECEIVABLES II, LLC ,
as Borrower
| By: | /s/ Peter R. Knitzer | |
| Name: Peter R. Knitzer | ||
| Title: President and Chief Executive Officer | ||
| Date: May 23, 2018 | ||
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ACKNOWLEDGED AND AGREED TO
AS OF THE DATE BELOW BY:
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH ,
as Class A Committed Lender and Class B Committed Lender
| By: | /s/ Patrick J. Hart | |
| Name: Patrick J. Hart | ||
| Title: Authorized Signatory | ||
| Date: May 23, 2018 | ||
| By: | /s/ Jeffrey Traola | |
| Name: Jeffrey Traola | ||
| Title: Authorized Signatory | ||
| Date: May 23, 2018 | ||
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ACKNOWLEDGED AND AGREED TO
AS OF THE DATE BELOW BY:
GIFS CAPITAL COMPANY, LLC ,
as Class A Conduit Lender and Class B Conduit Lender
| By: | /s/ R. Scott Chisholm | |
| Name: R. Scott Chisholm | ||
| Title: Authorized Signer | ||
| Date: May 23, 2018 | ||
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