September 26, 2011
VIA FEDEX AND EDGAR
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Re:
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Regional
Management Corp.
Registration Statement on Form S-1
File No. 333-174245
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Christian Windsor, Esq.
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Dear Mr. Windsor:
On behalf of Regional Management Corp. (the “Company”), we hereby transmit via EDGAR the
following responses to your comment letter, dated August 26, 2011, regarding Pre-Effective
Amendment No. 4 (“Amendment No. 4”) to the above-referenced Registration Statement relating to the
offering of shares of its common stock, par value $0.10 per share. To assist your review, we have
retyped the text of the Staff’s comments in italics below. The responses and information described
below are based upon information provided to us by the Company.
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Securities and Exchange Commission
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2
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September 26, 2011 |
Form S-1/A filed August 24, 2011
General
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1. |
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Prior to requesting acceleration of effectiveness, please file a pre-effective
amendment that includes the number of shares to be offered, the information required by
Item 501(b)(3) of Regulation S-K and any missing exhibits, including the form of
underwriting agreement. Please also pay any additional filing fee that may be required.
Refer to Rule 457 of Regulation C. |
The Company acknowledges the Staff’s comment and advises the Staff that it will file one or
more future pre-effective amendments that include the number of shares to be offered, the
information required by Item 501(b)(3) of Regulation S-K and any remaining required
exhibits, including the form of underwriting agreement. The Company will also pay any
additional filing fee that may be required.
Exhibit 5.1
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In the third paragraph of the opinion, counsel indicates that it assumes that
the original issuance of company shares, prior to the company’s conversion to Delaware
incorporation, were validly issued, fully paid and non-assessable under South Carolina
law. Please provide us with your analysis as to whether that assumption was necessary
in order to reach the required opinion with regard to the shares offered under the
registration statement. Alternatively, please file the legal opinion that counsel
relied upon in making the assumption and the appropriate consents to the inclusion of
that opinion in the registration statement. |
In response to the Staff’s comment, the Company advises the Staff that it will file as an
exhibit to a future pre-effective amendment a legal opinion of the Company’s South Carolina
counsel, including appropriate consents to the inclusion of that opinion in the Registration
Statement. The form of such legal opinion is attached to this letter as Annex A.
* * * * *
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Securities and Exchange Commission
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3
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September 26, 2011 |
Please do not hesitate to call Joshua Ford Bonnie at 212-455-3986 or Lesley Peng at
212-455-2202 with any questions or further comments you may have regarding this filing or if you
wish to discuss the above responses.
Very truly yours,
/s/ Simpson Thacher & Bartlett LLP
Simpson Thacher & Bartlett LLP
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cc:
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Securities and Exchange Commission |
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Matt McNair, Esq. |
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Sharon Blume |
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John Nolan |
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Regional Management Corp. |
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Thomas F. Fortin |
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White & Case LLP |
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Colin J. Diamond |
Annex A
[________________], 2011
Regional Management Corp.
509 West Butler Road
Greenville, SC 29607
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Re: Conversion and Capitalization of Regional Management Corp. |
Ladies and Gentlemen:
We have acted as special South Carolina counsel to Regional Management Corp., a Delaware
corporation (the “Company”), in connection with the conversion of the Company, on August
23, 2011, from a South Carolina corporation to a Delaware corporation (the “Conversion”).
The Conversion occurred in advance of the offer and sale by certain selling stockholders of the
Company of [________] shares of Common Stock of the Company (together with any additional shares of
such stock that may be registered by such selling stockholders pursuant to Rule 462(b) (as
prescribed by the Securities and Exchange Commission (the “Commission”) pursuant to the
Securities Act of 1933, as amended (the “Act”)) in connection with the offering described
in the Registration Statement on Form S-1 (the “Registration Statement”) filed by the
Company with the Commission under the Act, the “Stockholder Shares”).
We have examined the originals, or duplicates or certified or conformed copies, of such
records, agreements, documents and other instruments and have made such other investigations as we
have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to
questions of fact material to this opinion, we have relied upon certificates or comparable
documents of public officials and of officers and representatives of the Company. In rendering the
opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of
natural persons, the authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as duplicates or certified or conformed copies
and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations
stated herein, we are of the opinion that the Stockholder Shares which were in issue at the time of
the Conversion were validly issued, fully paid and nonassessable under the laws of the State of
South Carolina.
We do not express any opinion herein concerning any law other than the South Carolina Business
Corporation Act of 1988 (including the statutory provisions, all applicable provisions of the South
Carolina Constitution and reported judicial decisions interpreting the foregoing).
We hereby consent to the filing of this opinion letter as an exhibit to the Registration
Statement and to the use of our name under the caption “Legal Matters” in the prospectus included
in the Registration Statement.
Very truly yours,
Womble Carlyle Sandridge & Rice,
A Professional Limited Liability Company