0000899140-18-000060.txt : 20180130 0000899140-18-000060.hdr.sgml : 20180130 20180130161020 ACCESSION NUMBER: 0000899140-18-000060 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180130 DATE AS OF CHANGE: 20180130 GROUP MEMBERS: BASSWOOD ENHANCED LONG SHORT FUND, LP GROUP MEMBERS: BASSWOOD ENHANCED LONG SHORT GP, LLC GROUP MEMBERS: BASSWOOD FINANCIAL FUND, INC. GROUP MEMBERS: BASSWOOD FINANCIAL FUND, LP GROUP MEMBERS: BASSWOOD FINANCIAL LONG ONLY FUND, LP GROUP MEMBERS: BASSWOOD OPPORTUNITY FUND, INC. GROUP MEMBERS: BASSWOOD OPPORTUNITY PARTNERS, LP GROUP MEMBERS: BASSWOOD PARTNERS, L.L.C. GROUP MEMBERS: BENNETT LINDENBAUM GROUP MEMBERS: MATTHEW LINDENBAUM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Regional Management Corp. CENTRAL INDEX KEY: 0001519401 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 570847115 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86802 FILM NUMBER: 18559205 BUSINESS ADDRESS: STREET 1: 979 BATESVILLE ROAD STREET 2: SUITE B CITY: GREER STATE: SC ZIP: 29651 BUSINESS PHONE: 864-448-7000 MAIL ADDRESS: STREET 1: 979 BATESVILLE ROAD STREET 2: SUITE B CITY: GREER STATE: SC ZIP: 29651 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BASSWOOD CAPITAL MANAGEMENT, L.L.C. CENTRAL INDEX KEY: 0001085393 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 645 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-521-9500 MAIL ADDRESS: STREET 1: 645 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Basswood Capital Management LLC DATE OF NAME CHANGE: 20130814 FORMER COMPANY: FORMER CONFORMED NAME: BASSWOOD CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 19990428 SC 13D/A 1 b23638462.htm AMENDMENT NO. 1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Regional Management Corp.
(Name of Issuer)


Common Stock, $0.10 Par Value
(Title of Class of Securities)

75902K106
(CUSIP Number)

Matthew Lindenbaum
Basswood Capital Management, L.L.C.
645 Madison Avenue, 10th Floor
New York, NY 10022
(212) 521-9500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(with copies to)
Michael E. Brandt, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
(212) 728-8000


January 26, 2018
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ☒

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


 
CUSIP No.  75902K106
 
 
 
Page 2 of 15 Pages
 
 
1
 
 
NAME OF REPORTING PERSON
 
Basswood Capital Management, L.L.C.
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) ☐
(b) ☒
 
3
 
 
SEC USE ONLY
 
 
4
 
 
SOURCE OF FUNDS
AF
 
 
5
 
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
6
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
 
7
 
 
SOLE VOTING POWER
0
 
 
8
 
SHARED VOTING POWER
1,511,995 (see Item 5)
 
9
 
 
SOLE DISPOSITIVE POWER
0
 
 
10
 
 
SHARED DISPOSITIVE POWER
1,511,995 (see Item 5)
 
 
11
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,511,995 (see Item 5)
 
 
12
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
 
 
13
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.96%
 
14
 
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA





 
CUSIP No.  75902K106
 
 
 
Page 3 of 15 Pages
 
 
1
 
 
NAME OF REPORTING PERSON
 
Basswood Partners, L.L.C.
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) ☐
(b) ☒
 
3
 
 
SEC USE ONLY
 
 
4
 
 
SOURCE OF FUNDS
AF
 
 
5
 
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
6
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
 
7
 
 
SOLE VOTING POWER
0
 
 
8
 
SHARED VOTING POWER
407,549 (see Item 5)
 
 
9
 
 
SOLE DISPOSITIVE POWER
0
 
 
10
 
 
SHARED DISPOSITIVE POWER
407,549 (see Item 5)
 
 
11
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
407,549 (see Item 5)
 
12
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
 
 
13
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.49%
 
14
 
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO


 
CUSIP No.  75902K106
 
 
 
Page 4 of 15 Pages
 
 
1
 
 
NAME OF REPORTING PERSON
 
Basswood Financial Fund, LP
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) ☐
(b) ☒
 
3
 
 
SEC USE ONLY
 
 
4
 
 
SOURCE OF FUNDS
WC
 
 
5
 
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
6
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
 
7
 
 
SOLE VOTING POWER
0
 
 
8
 
SHARED VOTING POWER
124,930 (see Item 5)
 
 
9
 
 
SOLE DISPOSITIVE POWER
0
 
 
10
 
 
SHARED DISPOSITIVE POWER
124,930 (see Item 5)
 
 
11
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
124,930 (see Item 5)
 
12
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
 
 
13
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.07%
 
14
 
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN


 
CUSIP No.  75902K106
 
 
 
Page 5 of 15 Pages
 
 
1
 
 
NAME OF REPORTING PERSON
 
Basswood Financial Fund, Inc.
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) ☐
(b) ☒
 
3
 
 
SEC USE ONLY
 
 
4
 
 
SOURCE OF FUNDS
WC
 
 
5
 
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
6
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
 
7
 
 
SOLE VOTING POWER
0
 
 
8
 
SHARED VOTING POWER
78,548 (see Item 5)
 
 
9
 
 
SOLE DISPOSITIVE POWER
0
 
 
10
 
 
SHARED DISPOSITIVE POWER
78,548 (see Item 5)
 
 
11
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,548 (see Item 5)
 
12
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
 
 
13
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.67%
 
14
 
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO



 
CUSIP No.  75902K106
 
 
 
Page 6 of 15 Pages
 
 
1
 
 
NAME OF REPORTING PERSON
 
Basswood Financial Long Only Fund, LP
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) ☐
(b) ☒
 
3
 
 
SEC USE ONLY
 
 
4
 
 
SOURCE OF FUNDS
WC
 
 
5
 
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
6
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
 
7
 
 
SOLE VOTING POWER
0
 
 
8
 
SHARED VOTING POWER
25,984 (see Item 5)
 
 
9
 
 
SOLE DISPOSITIVE POWER
0
 
 
10
 
 
SHARED DISPOSITIVE POWER
25,984 (see Item 5)
 
 
11
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,984 (see Item 5)
 
12
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
 
 
13
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.22%
 
14
 
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN



 
CUSIP No.  75902K106
 
 
 
Page 7 of 15 Pages
 
 
1
 
 
NAME OF REPORTING PERSON
 
Basswood Enhanced Long Short GP, LLC
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) ☐
(b) ☒
 
3
 
 
SEC USE ONLY
 
 
4
 
 
SOURCE OF FUNDS
AF
 
 
5
 
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
6
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
 
7
 
 
SOLE VOTING POWER
0
 
 
8
 
SHARED VOTING POWER
690,180 (see Item 5)
 
 
9
 
 
SOLE DISPOSITIVE POWER
0
 
 
10
 
 
SHARED DISPOSITIVE POWER
690,180 (see Item 5)
 
 
11
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
690,180 (see Item 5)
 
12
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
 
 
13
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.92%
 
14
 
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO





 

 
CUSIP No.  75902K106
 
 
 
Page 8 of 15 Pages
 
 
1
 
 
NAME OF REPORTING PERSON
 
Basswood Enhanced Long Short Fund, LP
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) ☐
(b) ☒
 
3
 
 
SEC USE ONLY
 
 
4
 
 
SOURCE OF FUNDS
WC
 
 
5
 
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
6
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
 
7
 
 
SOLE VOTING POWER
0
 
 
8
 
SHARED VOTING POWER
690,180 (see Item 5)
 
 
9
 
 
SOLE DISPOSITIVE POWER
0
 
 
10
 
 
SHARED DISPOSITIVE POWER
690,180 (see Item 5)
 
 
11
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
690,180 (see Item 5)
 
12
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
 
 
13
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.92%
 
14
 
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN






 
CUSIP No. 75902K106
 
 
 
Page 9 of 15 Pages
 
 
1
 
 
NAME OF REPORTING PERSON
 
Basswood Opportunity Partners, LP
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) ☐
(b) ☒
 
3
 
 
SEC USE ONLY
 
 
4
 
 
SOURCE OF FUNDS
WC
 
 
5
 
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
6
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
 
7
 
 
SOLE VOTING POWER
0
 
 
8
 
SHARED VOTING POWER
256,635 (see Item 5)
 
 
9
 
 
SOLE DISPOSITIVE POWER
0
 
 
10
 
 
SHARED DISPOSITIVE POWER
256,635 (see Item 5)
 
 
11
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
256,635 (see Item 5)
 
12
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
 
 
13
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.20%
 
14
 
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN


 
CUSIP No. 75902K106
 
 
 
Page 10 of 15 Pages
 
 
1
 
 
NAME OF REPORTING PERSON
 
Basswood Opportunity Fund, Inc.
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) ☐
(b) ☒
 
3
 
 
SEC USE ONLY
 
 
4
 
 
SOURCE OF FUNDS
WC
 
 
5
 
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
6
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
 
7
 
 
SOLE VOTING POWER
0
 
 
8
 
SHARED VOTING POWER
27,525 (see Item 5)
 
 
9
 
 
SOLE DISPOSITIVE POWER
0
 
 
10
 
 
SHARED DISPOSITIVE POWER
27,525 (see Item 5)
 
 
11
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,525 (see Item 5)
 
12
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
 
 
13
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.24%
 
14
 
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO



 
CUSIP No.  75902K106
 
 
 
Page 11 of 15 Pages
 
 
1
 
 
NAME OF REPORTING PERSON
 
Matthew Lindenbaum
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) ☐
(b) ☒
 
3
 
 
SEC USE ONLY
 
 
4
 
 
SOURCE OF FUNDS
AF
 
 
5
 
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
6
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
 
7
 
 
SOLE VOTING POWER
0
 
 
8
 
SHARED VOTING POWER
1,511,995 (see Item 5)
 
 
9
 
 
SOLE DISPOSITIVE POWER
0
 
 
10
 
 
SHARED DISPOSITIVE POWER
1,511,995 (see Item 5)
 
 
11
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,511,995 (see Item 5)
 
12
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
 
 
13
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.96%
 
14
 
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN



 
CUSIP No.  75902K106
 
 
 
Page 12 of 15 Pages
 
 
1
 
 
NAME OF REPORTING PERSON
 
Bennett Lindenbaum
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) ☐
(b) ☒
 
3
 
 
SEC USE ONLY
 
 
4
 
 
SOURCE OF FUNDS
AF
 
 
5
 
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
6
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
 
7
 
 
SOLE VOTING POWER
0
 
 
8
 
SHARED VOTING POWER
1,511,995 (see Item 5)
 
 
9
 
 
SOLE DISPOSITIVE POWER
0
 
 
10
 
 
SHARED DISPOSITIVE POWER
1,511,995 (see Item 5)
 
 
11
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,511,995 (see Item 5)
 
12
 
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
 
 
13
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.96%
 
14
 
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN





EXPLANATORY NOTE

Pursuant to Rule 13d-2 promulgated under the Act, this Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) is being filed with respect to the common stock, $0.10 par value per share (the “Common Stock”), of Regional Management Corp., a Delaware corporation (the “Issuer”), to amend the Schedule 13D filed on December 15, 2017 (the “Original Schedule 13D” and, as amended by this Amendment No. 1, the “Schedule 13D”).  Capitalized terms used herein but not otherwise defined have the meanings ascribed to such terms in the Original Schedule 13D.

Item 4.          Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended to include the following:

On January 26, 2018, the Management Company entered into a Cooperation Agreement with the Issuer (a copy of which is attached as Exhibit 99.2 hereto) pursuant to which the Issuer appointed Jonathan D. Brown, a representative of the Management Company, to the Board, effective January 26, 2018.  The Issuer also agreed that, subject to the conditions set forth in the Cooperation Agreement, the Board will nominate Mr. Brown for election to the Board at the Issuer’s 2018 annual meeting of stockholders.

Pursuant to the Cooperation Agreement, Mr. Brown (or any successor designee of the Management Company to the Board) must offer to resign from the Board if (i) the Management Company and its affiliates, collectively, no longer beneficially own an aggregate “net long position” of at least 874,705 shares of Common Stock (subject to adjustment for stock splits, reverse stock splits, stock dividends, and similar adjustments), or (ii) the Management Company fails to comply with or breaches any of the terms of the Cooperation Agreement in any material respect and, if capable of being cured, such material breach or failure has not been cured within 15 days after receipt by the Management Company of written notice from the Issuer specifying such material breach or failure; provided that the Issuer is not in material breach of the Cooperation Agreement at such time (each, a “Resignation Trigger”).  The Cooperation Agreement also provides that, if requested by the Management Company, the Issuer is obligated to appoint Mr. Brown to any existing or newly created committee of the Board that may be designated to oversee or review strategic alternatives (including an extraordinary transaction).

In the Cooperation Agreement, in addition to certain confidentiality and non-disparagement provisions, the Management Company has agreed to various customary standstill provisions for the duration of the Standstill Period (as defined below), which provide, among other things, that the Management Company and its affiliates will not (i) acquire beneficial ownership of 19.9% or more of the outstanding shares of Common Stock, (ii) participate in a proxy solicitation with respect to the voting of any Common Stock, (iii) submit a proposal for or offer of any extraordinary transaction or propose a change in the structure, size, or composition of the Board or executive officers of the Issuer, or (iv) subject to certain exceptions for open market and underwritten transactions, sell Common Stock to a third party or group that to the Management Company’s knowledge would result in such third party or group owning 5% or more of the outstanding shares of Common Stock.

The Management Company has also agreed that, during the Standstill Period, it shall cause the shares of Common Stock beneficially owned by it and its affiliates to be voted (i) in favor of each director nominated by the Board for election, and (ii) in accordance with the Board’s recommendations on all other matters; provided that the Management Company and its affiliates may vote their shares of Common Stock in their sole discretion with respect to (a) a proposal to authorize or approve an extraordinary transaction, (b) matters related to the
 
 

implementation of takeover defenses, (c) new or amended incentive compensation plans submitted for stockholder approval, or (d) any other proposal if either Institutional Shareholder Services Inc. or Glass Lewis & Co., LLC do not recommend voting in accordance with the Board’s recommendation with respect to such proposal (other than with respect to the election or removal of directors) at any annual or special meeting of stockholders.  

Pursuant to the Cooperation Agreement, the “Standstill Period” is defined to mean the period commencing on January 26, 2018 and ending on the earliest of (i) 12:01 a.m. (New York time) on the date that is 20 days prior to the nomination deadline for the 2019 annual meeting of stockholders (the “2019 Annual Meeting”), (ii) if the Issuer fails to comply with or breaches any of the terms of the Cooperation Agreement in any material respect and, if capable of being cured, such material breach or failure has not been cured within 15 days after receipt by the Issuer of written notice from the Management Company specifying such material breach or failure, provided that the Management Company is not in material breach of the Cooperation Agreement at such time, (iii) the consummation of an extraordinary transaction following which consummation the director designated by the Management Company no longer serves on the Board, and (iv) a reorganization of the Issuer under any federal or state law relating to bankruptcy or insolvency.  If the Issuer provides written notice to the Management Company that it will nominate a director designated by the Management Company for election to the Board at the 2019 Annual Meeting or for any annual meeting of stockholders of the Issuer subsequent thereto (each, an “Applicable Meeting”) at least 20 days prior to the nomination deadline for such Applicable Meeting, and the Management Company has agreed in advance to such nomination, then the Standstill Period will be automatically extended until the date that is 20 days prior to the nomination deadline for the annual stockholders meeting subsequent to such Applicable Meeting.

The Cooperation Agreement terminates upon the expiration of the Standstill Period (subject to any extensions as provided in the Cooperation Agreement), provided that the confidentiality provisions of the Cooperation Agreement will survive for a period of eighteen months following the date upon which no director designated by the Management Company serves as a director of the Issuer.

The foregoing description of the Cooperation Agreement is not complete and is qualified in its entirety by reference to the Cooperation Agreement attached as Exhibit 99.2 to this Amendment No. 1, which is incorporated herein by reference.

Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of the instructions to Item 4 of Schedule 13D, although the Reporting Persons reserve the right to develop such plans or proposals.


Item 5.          Interest in Securities of the Issuer.

Items 5(a) - 5(c) of this Schedule 13D is hereby amended and restated as follows:

(a)          As of the date of this Amendment No. 1, each of the Reporting Persons beneficially owns shares of Common Stock in such numbers as set forth on the cover pages of this Schedule 13D.  The total number of shares each of the Reporting Persons beneficially owns represents such percentages as set forth on the cover pages to this Schedule 13D of the Common Stock outstanding.  The percentages used in this Schedule 13D are calculated based upon the 11,662,737 shares of Common Stock outstanding as of January 26, 2018, as disclosed by the Issuer to the Reporting Persons.


(b)          The Management Company, Matthew Lindenbaum and Bennett Lindenbaum share voting and dispositive power over the 1,511,995 shares of Common Stock held directly by the Funds and the managed accounts.  Basswood Partners, the Management Company, Matthew Lindenbaum and Bennett Lindenbaum share voting and dispositive power over the 407,549 shares of Common Stock held directly by Basswood Financial Fund, LP, Basswood Opportunity Partners, LP and Basswood Financial Long Only Fund, LP.  Basswood Long Short GP, the Management Company, Matthew Lindenbaum and Bennett Lindenbaum share voting and dispositive power over the 690,180 shares of Common Stock held directly by Basswood Enhanced Long Short Fund, LP.

By virtue of the relationships among the Reporting Persons, as described in this Schedule 13D, the Reporting Persons may be deemed to be a “group” under the Federal securities laws. If the Reporting Persons were deemed to be such a “group,” such group would collectively beneficially own 1,511,995 shares of Common Stock.  Except as otherwise set forth in this Schedule 13D, (i) each Fund expressly disclaims voting and investment power with respect to the shares of Common Stock beneficially owned by each other Reporting Person and (ii) each of Basswood Partners and Basswood Long Short GP expressly disclaims voting and investment power with respect to the shares of Common Stock beneficially owned by each other Reporting Person, other than the shares of Common Stock held directly by the Fund or Funds for which each, respectively, serves as general partner, and the filing of this Statement shall not be construed as an admission, for the purposes of Sections 13(d) and 13(g) or under any provision of the Exchange Act or the rules promulgated thereunder or for any other purpose, that any such person is a beneficial owner of any shares as to which it disclaims voting and dispositive power.

(c)          Schedule I hereto sets forth all transactions with respect to the Common Stock effected by the Reporting Persons since the filing of the Original Schedule 13D.  All such transactions were effected in the open market, and per share prices include any commissions paid in connection with such transactions.

Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of this Schedule 13D is hereby amended to include the following:

Item 4 of this Amendment No. 2 is incorporated by reference herein. 

Other than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to the securities of the Issuer.

Item 7.          Material to be filed as Exhibits.

Item 7 of this Schedule 13D is hereby amended to include the following:
1.
Exhibit 99.2 – Cooperation Agreement, dated January 26, 2018, by and between Basswood Capital Management, L.L.C. and Regional Management Corp. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Regional Management Corp., filed on January 29, 2018).
 

 
SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.
 
Dated: January 30, 2018
       BASSWOOD CAPITAL MANAGEMENT, L.L.C.
   
   
 
       By:
/s/ Matthew Lindenbaum                               
   
Name: Matthew Lindenbaum
   
Title: Managing Member
   
   
Dated: January 30, 2018
       BASSWOOD PARTNERS, L.L.C.
   
   
 
       By:
/s/ Matthew Lindenbaum                               
   
Name: Matthew Lindenbaum
   
Title: Managing Member
   
   
Dated: January 30, 2018
       BASSWOOD ENHANCED LONG SHORT GP, LLC
   
   
 
       By:
/s/ Matthew Lindenbaum                               
   
Name: Matthew Lindenbaum
   
Title: Managing Member
   
   
Dated: January 30, 2018
       BASSWOOD ENHANCED LONG SHORT FUND, LP
 
       By: Basswood Capital Management, L.L.C.
   
   
 
       By:
/s/ Matthew Lindenbaum                               
   
Name: Matthew Lindenbaum
   
Title: Managing Member
   
   
Dated: January 30, 2018
       BASSWOOD FINANCIAL FUND, LP
 
       By: Basswood Capital Management, L.L.C.
   
   
 
       By:
/s/ Matthew Lindenbaum                               
   
Name: Matthew Lindenbaum
   
Title: Managing Member
   
 
 
 
 


 


Dated: January 30, 2018
       BASSWOOD FINANCIAL LONG ONLY FUND, LP
 
       By: Basswood Capital Management, L.L.C.
   
   
 
       By:
/s/ Matthew Lindenbaum                               
   
Name: Matthew Lindenbaum
   
Title: Managing Member
   
   
Dated: January 30, 2018
       BASSWOOD FINANCIAL FUND, INC.
 
       By: Basswood Capital Management, L.L.C.
   
   
 
       By:
/s/ Matthew Lindenbaum                               
   
Name: Matthew Lindenbaum
   
Title: Managing Member
   
   
Dated: January 30, 2018
       BASSWOOD OPPORTUNITY PARTNERS, LP
 
       By: Basswood Capital Management, L.L.C.
   
   
 
       By:
/s/ Matthew Lindenbaum                               
   
Name: Matthew Lindenbaum
   
Title: Managing Member
   
   
Dated: January 30, 2018
       BASSWOOD OPPORTUNITY FUND, INC.
 
       By: Basswood Capital Management, L.L.C.
   
   
 
       By:
/s/ Matthew Lindenbaum                               
   
Name: Matthew Lindenbaum
   
Title: Managing Member
   
   
Dated: January 30, 2018
       /s/ Matthew Lindenbaum                               
 
       Matthew Lindenbaum
   
Dated: January 30, 2018
       /s/ Bennett Lindenbaum                                  
 
       Bennett Lindenbaum
   
   
   
   
 
 
 

 

 

Schedule I


Fund
Trade Date
Shares Purchased (Sold)
Price
Basswood Managed Account
12/29/2017
7,881
$26.40
Basswood Financial Fund, LP
01/02/2018
(4,222)
$25.99
Basswood Financial Long Only Fund, LP
01/02/2018
(1,486)
$25.99
Basswood Financial Fund, Inc.
01/02/2018
2,355
$26.18
Basswood Opportunity Fund, Inc.
01/02/2018
3,550
$26.18
Basswood Managed Account
01/19/2018
(4,163)
$27.84
Basswood Managed Account
01/22/2018
(21,799)
$27.50