Item 1.01. Entry into a Material Definitive Agreement.
On
its subsidiaries entered into the Second Amendment to Seventh Amended and
Restated Loan and Security Agreement (the “Second 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 Second 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
Exchange Commission
10.1 on Form 8-K.
The Second Amendment amends the Loan Agreement to permit up to
additional distributions through
changes to the existing distributions covenant in the Loan Agreement.
For a complete description of the terms of the Second 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
Second Amendment, which is incorporated by reference herein.
Item 2.02. Results of Operations and Financial Condition.
On
results for the three and twelve months ended
press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference. On
discuss financial results for the three and twelve months ended
2020
attached hereto as Exhibit 99.2 and is incorporated herein by reference.
All information in the press release and the presentation is furnished under
Item 2.02 of Form 8-K, “Results of Operations and Financial Condition,” and
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
independent compensation consultant, the Compensation Committee (the
“Committee”) of the Board of Directors (the “Board”) of the Company approved
certain compensation arrangements with respect to the Company’s named executive
officers and
The Committee granted the following awards to certain of the Officers under the
Effective
(ii) performance-contingent restricted stock units (“RSUs”), (iii) cash-settled
performance units (“performance units”), and (iv) restricted stock, in each case
subject to the terms of the 2015 Plan and the applicable award agreement.
The Officers, other than
option, subject to a Nonqualified Stock Option Agreement (the “NQSO Agreement”),
to purchase such number of shares of the Company’s common stock as may be
determined by dividing the value of the grant (as described below) by the fair
value of each option share (calculated on or as close in time as practicable to
the Grant Date in accordance with GAAP using the Black-Scholes option pricing
model) as follows:
the Company’s common stock on the Grant Date, and each option has
a 10-year term, with one-third of the shares subject to each option vesting on
each of
the executive’s continued employment from the Grant Date through the respective
vesting date or as otherwise provided in the 2015 Plan or the NQSO Agreement,
the form of which was previously filed with the
The Officers were each granted RSUs with the target number of units calculated
by dividing the value of the grant by the closing price of the Company’s common
stock on the Grant Date, based upon grants of the following values:
The actual number of RSUs, if any, that may be earned may range from 0% to 150%
of the target number of units and will be based on achievement of (i) the
Company’s compound annual growth rate of net income compared to the compound
annual growth rate of net income for the Company’s peer group and (ii) each such
executive’s and the Company’s overall performance, in each case over the
performance period,
employment of each such executive through
provided in the 2015 Plan or the Performance-Contingent Restricted Stock Unit
Award Agreement, the form of which was previously filed with
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the
The Officers were each granted the following number of performance units with a
target value of
166,250;
the performance units, if any, that may be earned may range from 0% to 150% of
the target value and will be based on achievement of (i) the Company’s compound
annual growth rate of basic earnings per share compared to the compound annual
growth rate of basic earnings per share for the Company’s peer group and
(ii) each such executive’s and the Company’s overall performance, in each case
over the performance period,
continued employment of each such executive through
otherwise provided in the 2015 Plan or the Cash-Settled Performance Unit Award
Agreement, the form of which was previously filed with the
The Officers, other than
to a Restricted Stock Award Agreement (“RSA Agreement”), with the number of
shares calculated by dividing the value of the grant by the fair market value of
the Company’s common stock on the Grant Date, based upon grants of the following
values:
executive’s continued employment from the Grant Date through the respective
vesting date or as otherwise provided in the 2015 Plan or the RSA Agreement, the
form of which was previously filed with the
Item 8.01. Other Events.
On
quarterly cash dividend of
on
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Second Amendment to Seventh Amended and Restated Loan and Security
Agreement, dated as of February 9, 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.
99.1 Press Release issued by Regional Management Corp. on February 10,
2021 , announcing financial results for Regional Management Corp. for the
three and twelve months ended December 31, 2020 .
99.2 Presentation of Regional Management Corp. , dated February 10, 2021 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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