Item 1.01. Entry into a Material Definitive Agreement.
Fourth Amendment to Senior Revolving Credit Facility
On
its subsidiaries entered into the Fourth Amendment to the Seventh Amended and
Restated Loan and Security Agreement (the “Fourth Amendment”), among the Company
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
(the “Revolving Agent”). The Fourth Amendment amends the Seventh Amended and
Restated Loan and Security Agreement, dated as of
Agreement”), among the Revolving Borrowers, the Revolving Lenders, and the
Revolving Agent. The Loan Agreement was previously filed with the
Company on
The Fourth Amendment amends the Loan Agreement to, among other things,
(i) remove
the credit facility to
83% of eligible receivables, subject to adjustment at certain credit quality
levels (rather than adjusting the percentage of inclusion in the borrowing base
based on receivable type), (iii) set the applicable margin at 3.00% (removing
the prior 0.25% increase based on availability percentage), (iv) revise the
eligibility criteria for contract receivables, (v) lower the LIBOR floor from
1.00% to 0.50%, (vi) extend the maturity of the facility to
(vii) increase certain basket amounts, (viii) set the unused line fee at 0.50%
per annum (rather than a variable fee based on credit facility exposure), (ix)
remove the aggregate dollar cap on the warehouse facilities the Company is
permitted to enter into, (x) simplify the Company’s reporting requirements under
the Loan Agreement, and (xi) make certain other clarifying and conforming
changes, including but not limited to, addressing definitional changes relating
to that certain fourth amended and restated intercreditor agreement, dated as of
and restated security agreement, dated as of
“Intercreditor Security Agreement”).
For a complete description of the terms of the Fourth Amendment, see Exhibit
10.1 hereto. The foregoing description is only a summary, does not purport to be
complete, and is qualified in its entirety by reference to the full text of the
Fourth Amendment, which is incorporated by reference herein.
On
Management Receivables II, LLC
the Second Amended and Restated Credit Agreement (the “RMR II Amendment”), by
and between the Company, as servicer and RMR II, as borrower, as acknowledged
and agreed to by the lenders party thereto, Credit Suisse AG,
as administration agent (in such capacity, the “RMR II Administrative Agent”)
and as structuring agent and syndication agent (in such capacities, the
“Structuring and Syndication Agent”), and
Association
bank and backup servicer (in such capacities, the “
Servicer”). The RMR II Amendment amends the Second Amended and Restated Credit
Agreement, dated as of
RMR II, as borrower, the lenders from time to time parties thereto, the agents
from time to time parties thereto, the
II Administrative Agent and the Structuring and Syndication Agent (the “RMR II
Credit Agreement”). The RMR II Credit Agreement was previously filed with the
On
Management Receivables IV, LLC
Credit Agreement (the “RMR IV Amendment”), by and among the Company, as
servicer, RMR IV, as borrower,
and committed lender and
administrative agent (the “RMR IV Administrative Agent”). The RMR IV Amendment
amends the Credit Agreement, dated as of
Company, as servicer, RMR IV, as borrower, the lenders from time to time parties
thereto, the
Agent (the “RMR IV Credit Agreement”). The RMR IV Credit Agreement was
previously filed with the
on Form 8-K.
On
Management Receivables V, LLC
Credit Agreement (the “RMR V Amendment,” together with the RMR II Amendment and
the RMR IV Amendment, each a “Warehouse Amendment” and collectively, the
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“Warehouse Amendments”), by and among the Company, as servicer, RMR V, as
borrower, the lenders from time to time parties thereto, the
Backup Servicer, including its successors and permitted assigns, and
Chase Bank, N.A
The RMR V Amendment amends the Credit Agreement, dated
among the Company, as servicer, RMR V, the lenders from time to time parties
thereto, the
(the “RMR V Credit Agreement,” together with the RMR II Credit Agreement and the
RMR IV Credit Agreement, each a “Warehouse Credit Agreement,” and collectively,
the “Warehouse Credit Agreements”). The RMR V Credit Agreement was previously
filed with the
Each of the Warehouse Amendments amend the related Warehouse Credit Agreement to
(i) address definitional changes relating to that certain Intercreditor
Agreement and Security Agreement, (ii) amend the “debt to tangible net worth”
financial covenant to be no greater than 5.00 to 1.0 and (iii) carveout
“deferred tax assets” from the definition of “tangible net worth.”
For a complete description of the terms of each of the RMR II Amendment, the RMR
IV Amendment and the RMR V Amendment, see Exhibit 10.2, Exhibit 10.3 and Exhibit
10.4 hereto respectively. The foregoing descriptions 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.
Exhibit
No. Description
10.1 Fourth Amendment to Seventh Amended and Restated Loan and Security
Agreement, dated as of December 17, 2021 , by and among Regional
Management Corp. and its subsidiaries named as borrowers therein, the
financial institutions named as lenders therein, and Wells Fargo Bank,
National Association , as agent.
10.2 First Amendment to the Second Amended and Restated Credit Agreement,
dated as of December 17, 2021 , by and between Regional Management
Corp. , as servicer and Regional Management Receivables II, LLC , as
borrower, as acknowledged and agreed to by the lenders party thereto,
Credit Suisse AG, New York Branch, as administration agent,
structuring agent and syndication agent, and Wells Fargo Bank,
National Association , acting through its Corporate Trust Services
division, as account bank and backup servicer.
10.3 Amendment No. 1 to the Credit Agreement, dated as of December 17,
2021 , by and among Regional Management Corp. , as servicer, Regional
Management Receivables IV, LLC , as borrower, Wells Fargo Bank,
National Association , as agent and committed lender and Wells Fargo
Bank, National Association , as administrative agent.
10.4 Amendment No.1 to the Credit Agreement, dated as of December 17,
2021 , by and among Regional Management Corp. , as servicer, Regional
Management Receivables V, LLC , as borrower, the lenders from time to
time parties thereto, Wells Fargo Bank, National Association , acting
as its corporate trust services division, including its successors and
permitted assigns, as account bank and backup servicer, and JPMorgan
Chase Bank, N.A ., as administrative agent.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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