UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Fifth Amendment to Senior Revolving Credit Facility
On September 7, 2022, Regional Management Corp. (the “Company”) and certain of its subsidiaries named as borrowers therein entered into the Fifth Amendment to the Seventh Amended and Restated Loan and Security Agreement, dated as of September 7, 2022 (the “Fifth Amendment”), among the Company as a borrower and its subsidiaries named as borrowers therein (collectively with the Company, the “Revolving Borrowers”), the financial institutions named as lenders therein (the “Revolving Lenders”), and Wells Fargo Bank, National Association, as agent (the “Revolving Agent”). The Fifth Amendment amends the Seventh Amended and Restated Loan and Security Agreement, dated as of September 20, 2019 (the “Loan Agreement”), among the Revolving Borrowers, the Revolving Lenders and the Revolving Agent. The Loan Agreement was previously filed with the Securities and Exchange Commission (the “SEC”) by the Company as Exhibit 10.1 to the Current Report on Form 8-K dated September 20, 2019.
The Fifth Amendment amends the Loan Agreement to replace LIBOR as the benchmark rate for the calculation of interest with a forward-looking term rate based on the secured overnight financing rate (“SOFR”) with a one-month tenor with a benchmark adjustment or, in certain limited circumstances set forth therein, another alternative benchmark rate that has been selected by the Revolving Agent and the Revolving Borrowers with a benchmark adjustment, which in each case will not be less than a floor of 0.50%. The amendments to the Loan Agreement that are made pursuant to the Fifth Amendment will be effective on and after October 1, 2022.
For a complete description of the terms of the Fifth Amendment, see Exhibit 10.1 hereto. The foregoing description of the Fifth Amendment is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the full text of the Fifth Amendment, which is incorporated by reference herein.
Warehouse Amendments
On September 7, 2022, the Company and its wholly-owned subsidiary, Regional Management Receivables II, LLC (“RMR II”), entered into the Third Amendment to the Second Amended and Restated Credit Agreement, dated as of September 7, 2022 (the “RMR II Amendment”), by and among the Company, as servicer, RMR II, as borrower, the lenders party thereto, the agents party thereto, Credit Suisse AG, New York Branch, as administrative agent and as structuring and syndication agent, and Wells Fargo Bank, National Association, acting through its corporate trust services division, as account bank and backup servicer. The RMR II Amendment amends the Second Amended and Restated Credit Agreement, dated as of April 14, 2021 (the “RMR II Credit Agreement”), by and among the Company, as servicer, RMR II, as borrower, the lenders from time to time party thereto, the agents from time to time party thereto, Credit Suisse AG, New York Branch, as administrative agent and as structuring and syndication agent, and Wells Fargo Bank, National Association, acting through its corporate trust services division, as account bank and backup servicer. The RMR II Credit Agreement was previously filed with the SEC by the Company as Exhibit 10.1 to the Current Report on Form 8-K dated April 20, 2021. The RMR II Amendment makes certain amendments to the RMR II Credit Agreement to replace LIBOR as the benchmark rate for the calculation of interest with a forward-looking term rate based on SOFR with a three-month tenor or, in certain limited circumstances set forth therein, compounded SOFR, daily simple SOFR or another alternative benchmark rate that has been selected by Credit Suisse AG, New York Branch, as administrative agent, in consultation with RMR II, as borrower, with a floor on the benchmark rate as adjusted set at 0.25%. The definition of “Base Rate” is amended by deleting the reference to LIBOR as one of the alternative rates to be applied in the calculation of the “Base Rate”. The amendments to the RMR II Credit Agreement that are made pursuant to the RMR II Amendment will be effective on and after October 1, 2022.
On September 7, 2022, the Company and its wholly-owned subsidiary, Regional Management Receivables IV, LLC (“RMR IV”), entered into Amendment No. 3 to the Credit Agreement, dated as of September 7, 2022 (the “RMR IV Amendment” and, together with the RMR II Amendment, the “Warehouse Amendments”), by and among the Company, as servicer, RMR IV, as borrower, Wells Fargo Bank, National Association, as agent and committed lender, and Wells Fargo Bank, National Association, as administrative agent. The RMR IV Amendment amends the Credit Agreement, dated as of April 19, 2021 (the “RMR IV Credit Agreement” and, together with the RMR II Credit Agreement, the “Warehouse Credit Agreements”), by and among the Company, as servicer, RMR IV, as borrower, the lenders from time to time parties thereto, the agents from time to time party thereto, Wells Fargo Bank, National Association, as administrative agent, and Wells Fargo Bank, National Association, acting through its corporate trust services division, as account bank and backup servicer. The RMR IV Credit Agreement was previously filed with the SEC by the Company as Exhibit 10.2 to the Current Report on Form 8-K dated April 20, 2021. The RMR IV Amendment makes certain amendments to the RMR IV Credit Agreement to replace LIBOR as the benchmark rate for the calculation of the interest rate with a forward-
looking term rate based on SOFR with a one-month tenor or, in certain limited circumstances set forth therein, another alternative benchmark rate that has been selected by Wells Fargo Bank, National Association, as administrative agent, and RMR IV, as borrower, in the manner set forth therein, with a floor on the benchmark rate as adjusted set at 0.0%. The definition of “Base Rate” is amended by replacing the reference to LIBOR with a reference to SOFR as one of the alternative rates to be applied in the calculation of the “Base Rate”. The amendments to the RMR IV Credit Agreement that are made pursuant to the RMR IV Amendment will be effective on and after October 1, 2022.
For a complete description of the terms of each of the RMR II Amendment and the RMR IV Amendment, see Exhibit 10.2 and Exhibit 10.3 hereto, respectively. The foregoing descriptions of the Warehouse Amendments are only a summary, do not purport to be complete, and are qualified in their entirety by reference to the full text of the related Warehouse Amendment which are each incorporated by reference herein.
The lenders under the Loan Agreement and each Warehouse Credit Agreement have in the past provided and/or may in the future provide investment banking, underwriting, lending, commercial banking, trust, and other advisory services to the Company and its subsidiaries and affiliates. These parties have received, and may in the future receive, customary compensation from the Company and its subsidiaries and affiliates for such services.
| 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: September 12, 2022 | By: | /s/ Harpreet Rana | ||||
| Harpreet Rana Executive Vice President and Chief Financial Officer | ||||||