REGIONAL MANAGEMENT CORP. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On February 22, 2022 (the “Closing Date”), Regional Management Corp. (the
“Company”) completed a private offering and sale of $250 million principal
amount of asset-backed notes (the “2022-1 Securitization”). The 2022-1
Securitization consisted of the issuance of four classes of fixed-rate
asset-backed notes (the “Notes”) issued by Regional Management Issuance Trust
2022-1 (the “Issuer”), a newly formed special purpose entity that is indirectly
owned by the Company. The Notes are collateralized by a pool of soft secured,
hard secured, and unsecured consumer loans, some of which constitute personal
loans originated through the Company’s convenience check direct mail campaigns,
having an aggregate principal balance of approximately $264.6 million as of
December 31, 2021 (the “Loans”), and a certificate which represents a beneficial
interest in certain Loans (the “2022-1A SUBI Certificate”).

Wells Fargo Securities, LLC, Credit Suisse Securities (USA) LLC and J.P. Morgan
Securities LLC each acted as joint bookrunner and as a representative of the
several initial purchasers. The Notes were rated by DBRS, Inc. and Standard &
Poor’s Ratings Services on the issue date, and the Class A, Class B, and Class C
notes received investment grade ratings.

The following table summarizes certain aspects of the 2022-1 Securitization:

Principal Amount:            $170.6 million  (Class A)
                             $37.0 million  (Class B)
                             $21.2 million  (Class C)
                             $21.2 million  (Class D)
                             $250.0 million (Total)

Interest Rate:               3.07%  (Class A)
                             3.71%  (Class B)
                             4.46%  (Class C)
                             6.72%  (Class D)

Purchase Price (% of Par):   99.98244%  (Class A)
                             99.99110%  (Class B)
                             99.97690%  (Class C)
                             99.97744%  (Class D)

Revolving Period:            Ends on the close of business on February 28, 2025

Optional Call Date:          Beginning March 15, 2025

Final Maturity Date:         March 15, 2032

To implement the 2022-1 Securitization, (i) Regional Management Receivables II,
LLC, a special purpose entity and wholly-owned subsidiary of the Company (the
“RMR II Warehouse Borrower”), entered into a purchase agreement, dated as of the
Closing Date, by and between the RMR II Warehouse Borrower and the Company (the
“RMR II Purchase Agreement”), (ii) Regional Management Receivables IV, LLC, a
special purpose entity and wholly-owned subsidiary of the Company (the “RMR IV
Warehouse Borrower”), entered into a purchase agreement, dated as of the Closing
Date, by and between the RMR IV Warehouse Borrower and the Company (the “RMR IV
Purchase Agreement”), (iii) Regional Management Receivables V, LLC, a special
purpose entity and wholly-owned subsidiary of the Company (the “RMR V Warehouse
Borrower”), entered into a purchase agreement, dated as of the Closing Date, by
and between the RMR V Warehouse Borrower and the Company (the “RMR V Purchase
Agreement”) and (iv) certain wholly-owned direct or indirect subsidiaries of the
Company (each a “Regional Originator”) distributed and assigned either directly
or indirectly certain Loans and related assets to the Company pursuant to an
omnibus distribution and assignment agreement, dated as of the Closing Date, by
and between such subsidiaries and the Company (the “Omnibus Distribution and
Assignment Agreement”). The Company then sold and conveyed the Loans and related
assets and the 2022-1A SUBI Certificate to Regional Management Receivables III,
LLC, a Delaware limited liability company and special purpose subsidiary of the
Company (the “Depositor”), pursuant to a loan purchase agreement, dated as of
the Closing Date, by and between the Company and the Depositor (the “Loan
Purchase Agreement”). The Depositor then conveyed the Loans and related assets
and the 2022-1A SUBI Certificate to the Issuer pursuant to a sale and servicing
agreement, dated as of the Closing Date, by and among the Depositor, the Issuer,
the Company as servicer (the “Servicer”), certain affiliates of the Company as
subservicers, and Regional Management North Carolina Receivables Trust (the
“Sale and Servicing Agreement”).

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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 customary corporate representations and
warranties and customary covenants of the Regional Originators, the RMR II
Warehouse Borrower, the RMR IV Warehouse Borrower, the RMR V Warehouse Borrower
and the Company, respectively, including negative covenants restricting (a) the
sale, assignment, or transfer of the purchased Loans and related assets (or any
interest therein) to another person and (b) the taking of any other action that
is 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. The eligibility criteria
include, among other things, that the applicable Loan (a) has an amount financed
that is greater than $500 and less than $25,000, (b) has an original and current
annual percentage rate equal to or greater than 5.00% and equal to or less than
36.00%, (c) has been serviced and at all times maintained in accordance with the
Company’s credit and collection policy by the Company or an affiliate,
(d) arises from or in connection with a bona fide sale or loan transaction
(including any amounts in respect of interest and other charges and fees
assessed on the Loan), (e) if an electronic loan, then the related contract is
an electronic contract, and (f) complies in all material respects with
applicable law.

The Loans will be serviced pursuant to the terms of the Sale and Servicing
Agreement. The Servicer may delegate servicing responsibilities to other persons
and will enlist the affiliates of the Company that originated the Loans to act
as subservicers. The Sale and Servicing Agreement contains customary servicer
defaults (subject to materiality thresholds and cure periods), including
(a) failure by the Servicer to make any required payment, transfer, or deposit
or to give instructions or notice to the Indenture Trustee to make such payment,
transfer, or deposit, in an aggregate amount exceeding $50,000, (b)
non-compliance with covenants, (c) breach of a representation, warranty, or
certification, or (d) an insolvency event involving the Servicer. If the
Company, as servicer, defaults in its obligations under the Sale and Servicing
Agreement, Computershare Trust Company, National Association, as indenture
trustee (the “Indenture Trustee”), may (and upon the written direction of the
required noteholders shall) terminate and replace the Servicer.

The Notes were issued by the Issuer pursuant to an indenture, dated as of the
Closing Date, by and among the Issuer, the Indenture Trustee and the Servicer
. . .

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 Current Report on Form 8-K is
incorporated by reference herein.

Item 8.01. Other Events.

On February 15, 2022, Regional Management Issuance Trust 2019-1 (“RMIT 2019-1″),
as issuer, exercised its option to redeem in full the notes issued under the
Company’s private offering and sale of $130.0 million principal amount of
asset-backed notes (the “2019-1 Securitization”) pursuant to the Indenture,
dated as of October 31, 2019, by and among RMIT 2019-1, as issuer, the Company,
as servicer, and Wells Fargo Bank, N.A., as indenture trustee and as account
bank, and, in connection with such optional redemption, the facility has
terminated. In connection with the redemption, the Company drew down on its
existing senior revolving credit facility to borrow funds to pay the release
price. On the Closing Date of the 2022-1 Securitization, certain of the
collateral released from the 2019-1 Securitization was transferred and assigned
by each related Regional Originator to the Company pursuant to the Omnibus
Distribution and Assignment Agreement for inclusion in the 2022-1
Securitization.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
  No.                                    Description

4.1           Indenture, dated February 22, 2022, by and among Regional Management
            Issuance Trust 2022-1, as issuer, Regional Management Corp., as
            servicer, and Computershare Trust Company National Association, as
            indenture trustee.

10.1          Sale and Servicing Agreement, dated February 22, 2022, by and among
            Regional Management Receivables III, LLC, as depositor, Regional
            Management Corp., as servicer, the subservicers party thereto,
            Regional Management Issuance Trust 2022-1, as issuer, and Regional
            Management North Carolina Receivables Trust, acting thereunder solely
            with respect to the 2022-1A SUBI.

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



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