REGIONAL MANAGEMENT CORP. : Conclusion of a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, financial statements and supporting documents (Form 8-K)

Article 1.01. The conclusion of an important definitive agreement.

At October 8, 2021 (the “Closing Date”), Regional management company. (the “Company”) has entered into a private offer and sale of $ 125 million principal amount of the asset-backed notes (the “2021-3 securitization”). The 2021-3 securitization consisted of the issuance of a tranche of notes backed by fixed-rate assets (the “Notes”) issued by Regional management issuance trust
2021-3 (the “Issuer”), a newly formed special purpose entity which is indirectly owned by the Company. The Notes are secured by a pool of secured, secured and unsecured consumer loans, some of which are personal loans from the Company’s payday check direct mail campaigns, with a total outstanding principal balance of approximately $ 147.0 million from August 31, 2021 (the loans “).

A large institutional investor acted as the initial buyer.

The following table summarizes some aspects of the 2021-3 securitization:

Principal Amount:      $125.0 million

Interest Rate:         3.875%

Revolving Period:      Ends on the close of business on September 30, 2026

Optional Call Date:    Beginning October 15, 2024

Final Maturity Date:   October 17, 2033

To implement the 2021-3 Securitization, certain direct or indirect subsidiaries wholly owned by the Company (each a “Regional Initiator”) have directly or indirectly distributed and sold certain Loans and related assets to the Company under a Omnibus distribution and sale agreement, as of the Closing Date, by and between these subsidiaries and the Company (the “Omnibus Distribution and Sale Agreement”). The Company then sold and transferred the loans and related assets to Regional Receivables Management III, LLC, a Delaware limited liability company and ad hoc subsidiary of the Company (the “Depositor”), in accordance with a loan purchase agreement, dated the Closing Date, by and between the Company and the Depositor (the “ loan purchase ”). The Depositor then transferred the Loans and related assets to the Issuer under a sales and management contract, as of the Closing Date, by and between the Depositor, the Issuer, the Company as manager (the “Server”) and certain affiliates of the Company as sub-contractors (the “Sales and Service Agreement”).

As part of the 2021-3 Securitization, (i) Regional Receivables Management II, LLC, a special purpose entity and a wholly owned subsidiary of the Company (the “RMR II Warehouse Borrower”), has entered into a purchase agreement, as of the Closing Date, by and between the Borrower of RMR II warehouse and the Company (the “” RMR II Purchase Agreement “), (ii) Regional Receivables Management IV, LLC, a special purpose entity and a wholly owned subsidiary of the Company (the “RMR IV Warehouse Borrower”), has entered into a purchase agreement, as of the Closing Date, by and between the Borrower of RMR IV warehouse and the Company (the “RMR IV Warehouse Borrower” RMR IV Purchase Agreement ”), (iii) Regional Receivables Management V, LLC, a special purpose entity and a wholly owned subsidiary of the Company (the “RMR V Warehouse Borrower”), has entered into a purchase agreement, dated the Closing Date, by and between the Borrower of RMR V Warehouse and the Company (the “RMR V Warehouse Borrower” RMR V Purchase Agreement ”). Each Purchase Agreement provides that after the Closing Date, each Borrower may sell certain loans and related assets to the Company, which will then be sold and transferred to the depositor in accordance with the loan purchase agreement.

The Omnibus Distribution and Assignment Agreement, the RMR II Purchase Agreement, the RMR IV Purchase Agreement, the RMR V Purchase Agreement and the Loan Purchase Agreement each contain the customary representations and warranties of the Company and customary commitments of regional originators, RMR Warehouse Borrower II, RMR Warehouse Borrower IV, RMR Warehouse Borrower V and the Company, respectively, including restrictive covenants (i ) the sale, assignment or transfer of the Purchased Loans and related assets (or any interest therein) to another person and (ii) the taking of any other action inconsistent with the ownership of the Purchased Loans and related assets. In order for a Loan to be eligible for sale by the Company to the Depositor, the Loan must meet all applicable eligibility criteria. Eligibility criteria include, among other things, that the applicable loan (i) has a funded amount that is greater than $ 500 and less than $ 25,000, (ii) has an initial and current annual percentage rate equal to or greater than 5.00% and equal to or less than 70.00%, (iii) has been serviced and maintained at all times in accordance with the Credit and Debt Policy recovery of the Company by the Company or an affiliate, (iv) arises from a good faith sale or loan transaction (including any amount for interest and other charges and fees assessed on the Loan), (v) if the related contract is an electronic contract, then it is an electronic loan, and (vi) complies in all material respects with applicable law.

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The loans will be managed in accordance with the terms of the sale and management agreement. The Servicer may delegate service responsibilities to other persons and will recruit the affiliates of the Company that originate the Loans to act as sub-contractors. The sale and maintenance contract contains the usual server defects (subject to materiality thresholds and processing periods), including (i) failure of the server to make any required payment, transfer or deposit or to give instructions or notice to Wells Fargo Bank, National Association, as a conventional trustee (the “conventional trustee”) to effect such payment, transfer or deposit, for a total amount exceeding $ 50,000, (ii) non-compliance with commitments, (iii) violation of a declaration, guarantee or certification, or (iv) an insolvency case involving the Service Provider. If the Company, as server, defaults in its obligations under the contract of sale and service, the indenture trustee may (and upon written instruction from the required noteholders) terminate and replace the server.

The Bonds were issued by the Issuer pursuant to a deed of trust, dated the Closing Date, by and between the Issuer, the Trustee, Wells Fargo National Bank, the National Association, as the account bank, and the service agent (the “Deed”). The declared maturity of the Notes is October 17, 2033 (the “Indicated Deadline”). Prior to maturity, the Issuer may redeem the Notes in full, but not in part, at its discretion (an “Optional Call”) on any business day from the date of payment for the Notes occurring in October 2024 (where applicable, the “Redemption Date”). The amount at which the Notes may be redeemed must be at least equal to the sum of (i) the product of (a) the total principal balance of the Notes on the registration date preceding the Redemption Date, multiplied by (b) the applicable redemption price percentage plus (ii) accrued and unpaid interest on the Notes, plus (iii) any other accrued and unpaid contractual charges, indemnity amounts or other amounts owed by the Issuer, less (iv) all the amounts then on deposit in the Collection Account, Primary Distribution Account and Reserve Account (the “Note Accounts”) and available for distribution in accordance with the priority of payments on the Redemption Date. With regard to any Security which is the subject of an Optional Call, the percentage of the redemption price means (i) any working day from the date of payment occurring in October 2024, 102%, (ii) any business day from the date of payment occurring in October 2025, 101% or (iii) a business day from the date of payment occurring in October 2026, 100%.

The Deed also allows the Issuer or the required noteholders to repay the Notes in the event of regulatory events aimed at limiting the issuance of loans with an APR greater than 36%, provided that at least 40% of the Underlying eligible loans which are held by the Issuer on the most recent monthly determination date, based on the total loan principal balance of such eligible loans, have been issued in one or more States where such a limit of interest is applicable.

No principal payment for the tickets will be made during the renewal period. The Company may indirectly sell and transfer Additional Loans to the Issuer during the Revolving Period until the first of the close of business on September 30, 2026 and the close of business immediately preceding the day on which an Early Amortization Event or Event of Default (as described below) is deemed to have occurred, provided that after the end of the renewal period, it can be reinstated in certain limited circumstances. Under the trust deed, an early amortization event includes a default by the service agent.

The deed also contains customary events of default (subject to materiality thresholds and recovery periods), including (i) failure of the deed trustee to maintain perfect first-class security interest in all or a significant portion of the assets of the trust, (ii) the Issuer or depositor becoming taxable as a publicly traded association or partnership taxable as a corporation under the Internal Revenue Code, (iii) failure to pay the principal balance of all Notes in circulation, as well as all accrued and unpaid interest thereon, in full by the Indicated Maturity, (iv) failure to meet the commitments of the by the Issuer or the Custodian, or (v) a breach of any representation, guarantee or attestation by the Issuer, Custodian or Manager. . . .

Article 2.03. Creation of a direct financial obligation or obligation under a

           Off-Balance Sheet Arrangement of a Registrant.

The information set out in Section 1.01 of this current report on Form 8-K is incorporated by reference herein.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits.



Exhibit
  No.                                     Description

4.1            Indenture, dated October 8, 2021, by and among Regional Management
             Issuance Trust 2021-3, as issuer, Regional Management Corp., as
             servicer, Wells Fargo Bank, N.A., as indenture trustee, and Wells
             Fargo Bank, N.A., as account bank.

10.1           Sale and Servicing Agreement, dated October 8, 2021, by and among
             Regional Management Receivables III, LLC, as depositor, Regional
             Management Corp., as servicer, the subservicers party thereto, and
             Regional Management Issuance Trust 2021-3, as issuer.

99.1           Press Release, dated on or about October 12, 2021

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).




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