Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
|
Regional Management Corp.
|
(Name of Issuer)
|
Common Stock, $0.10 par value
|
(Title of Class of Securities)
|
75902K106
|
(CUSIP Number)
|
August 1, 2014(1)
|
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
ý Rule 13d-1(c)
¨ Rule 13d-1(d)
* 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 in 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).
(1) On August 1, 2014, certain of the filing persons’ beneficial ownership of the equity securities reported herein decreased by more than 5% from the percentage reported in their prior filing on Amendment No. 1 to Schedule 13G.
|
CUSIP No. 75902K106
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EJF Capital LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
0
|
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
0
|
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
|
|
CUSIP No. 75902K106
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Emanuel J. Friedman
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
0
|
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
0
|
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
CUSIP No. 75902K106
|
13G
|
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EJF Debt Opportunities Master Fund, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
0
|
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
0
|
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
|
CUSIP No. 75902K106
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EJF Debt Opportunities GP, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
0
|
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
0
|
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
CUSIP No. 75902K106
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EJF Debt Opportunities Master Fund II, LP
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
0
|
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
0
|
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
|
CUSIP No. 75902K106
|
13G
|
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EJF Debt Opportunities II GP, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
0
|
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
0
|
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
CUSIP No. 75902K106
|
13G
|
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Beltway Strategic Opportunities Fund L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
0
|
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
0
|
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
|
CUSIP No. 75902K106
|
13G
|
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Beltway Strategic Opportunities GP, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
0
|
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
0
|
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
CUSIP No. 75902K106
|
13G
|
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EJF Financial Services Fund, LP
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
0
|
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
0
|
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
|
CUSIP No. 75902K106
|
13G
|
|
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EJF Financial Services GP, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
|
5
|
SOLE VOTING POWER
0
|
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
0
|
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
PERSON
WITH
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
Item 1. (a) Name of Issuer
Regional Management Corp.
Item 1. (b) Address of Issuer’s Principal Executive Offices
509 West Butler Road
Greenville, South Carolina 29607
Item 2. (a) Name of Person Filing
This Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”)*:
|
(i)
|
EJF Capital LLC;
|
|
(ii)
|
Emanuel J. Friedman;
|
|
(iii)
|
EJF Debt Opportunities Master Fund, L.P.;
|
|
(vi)
|
EJF Debt Opportunities GP, LLC;
|
|
(v)
|
EJF Debt Opportunities Master Fund II, LP;
|
|
(vi)
|
EJF Debt Opportunities II GP, LLC;
|
|
(vii)
|
Beltway Strategic Opportunities Fund L.P.;
|
|
(viii)
|
Beltway Strategic Opportunities GP, LLC;
|
|
(ix)
|
EJF Financial Services Fund, L.P.; and
|
|
(x)
|
EJF Financial Services GP, LLC
|
*Attached as Exhibit A is a copy of an agreement among the Reporting Persons that this Amendment No. 2 to Schedule 13G is being filed on behalf of each of them.
Item 2. (b) Address of Principal Business Office or, if None, Residence
EJF Capital LLC
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
Emanuel J. Friedman
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
EJF Debt Opportunities Master Fund, L.P.
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
EJF Debt Opportunities GP, LLC
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
EJF Debt Opportunities Master Fund II, LP
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
EJF Debt Opportunities II GP, LLC
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
Beltway Strategic Opportunities Fund L.P.
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
Beltway Strategic Opportunities GP, LLC
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
EJF Financial Services Fund, LP
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
EJF Financial Services GP, LLC
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
Item 2. (c) Citizenship
See Item 4 of the attached cover pages.
Item 2. (d) Title of Class of Securities
Common Stock, $0.10 par value (“Common Stock”)
Item 2. (e) CUSIP Number
75902K106
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
Not Applicable.
Item 4. Ownership
|
(a)
|
Amount beneficially owned:
|
|
|
See Item 9 of the attached cover pages.
|
||
|
(b)
|
Percent of class:
|
|
|
See Item 11 of the attached cover pages.
|
||
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote:
|
|
|
See Item 5 of the attached cover pages.
|
||
|
(ii)
|
Shared power to vote or to direct the vote:
|
|
|
See Item 6 of the attached cover pages.
|
||
|
(iii)
|
Sole power to dispose or to direct the disposition:
|
|
|
See Item 7 of the attached cover pages.
|
||
|
(iv)
|
Shared power to dispose or to direct the disposition:
|
|
|
See Item 8 of the attached cover pages.
|
||
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
Not Applicable.
Item 8. Identification and Classification of Members of the Group
The filing persons may be deemed to be members of a group.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Section 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: October 21, 2014
|
EJF CAPITAL LLC
|
|||
|
By:
|
/s/ Neal J. Wilson
|
||
|
Name:
|
Neal J. Wilson
|
||
|
Title:
|
Chief Operating Officer
|
||
|
EMANUEL J. FRIEDMAN
|
|||
|
By:
|
/s/ Emanuel J. Friedman
|
||
|
Name:
|
Emanuel J. Friedman
|
||
|
|
|
||
|
EJF DEBT OPPORTUNITIES MASTER FUND, L.P.
|
|||
|
By:
Its:
|
EJF DEBT OPPORTUNITIES GP, LLC
General Partner |
||
|
By:
Its:
|
EJF CAPITAL LLC
Sole Managing Member |
||
|
By:
|
/s/ Neal J. Wilson
|
||
|
Name:
|
Neal J. Wilson
|
||
|
Title:
|
Chief Operating Officer
|
||
|
EJF DEBT OPPORTUNITIES GP, LLC
|
|||
|
By:
Its:
|
EJF CAPITAL LLC
Sole Managing Member
|
||
|
By:
|
/s/ Neal J. Wilson
|
||
|
Name:
|
Neal J. Wilson
|
||
|
Title:
|
Chief Operating Officer
|
||
|
EJF DEBT OPPORTUNITIES MASTER FUND II, LP
|
|||
|
By:
Its:
|
EJF DEBT OPPORTUNITIES II GP, LLC
General Partner
|
||
|
By:
Its:
|
EJF CAPITAL LLC
Sole Managing Member
|
||
|
By:
|
/s/ Neal J. Wilson
|
||
|
Name:
|
Neal J. Wilson
|
||
|
Title:
|
Chief Operating Officer
|
||
|
EJF DEBT OPPORTUNITIES II GP, LLC
|
|||
|
By:
Its:
|
EJF CAPITAL LLC
Sole Managing Member
|
||
|
By:
|
/s/ Neal J. Wilson
|
||
|
Name:
|
Neal J. Wilson
|
||
|
Title:
|
Chief Operating Officer
|
||
|
BELTWAY STRATEGIC OPPORTUNITIES FUND L.P.
|
|||
|
By:
Its:
|
BELTWAY STRATEGIC OPPORTUNITIES GP, LLC
General Partner
|
||
|
By:
Its:
|
EJF CAPITAL LLC
Sole Managing Member
|
||
|
By:
|
/s/ Neal J. Wilson
|
||
|
Name:
|
Neal J. Wilson
|
||
|
Title:
|
Chief Operating Officer
|
||
|
BELTWAY STRATEGIC OPPORTUNITIES GP, LLC
|
|||
|
By:
Its:
|
EJF CAPITAL LLC
Sole Managing Member
|
||
|
By:
|
/s/ Neal J. Wilson
|
||
|
Name:
|
Neal J. Wilson
|
||
|
Title:
|
Chief Operating Officer
|
||
|
EJF FINANCIAL SERVICES FUND, LP
|
|||
|
By:
Its:
|
EJF FINANCIAL SERVICES GP, LLC
General Partner |
||
|
By:
Its:
|
EJF CAPITAL LLC
Sole Managing Member |
||
|
By:
|
/s/ Neal J. Wilson
|
||
|
Name:
|
Neal J. Wilson
|
||
|
Title:
|
Chief Operating Officer
|
||
|
EJF FINANCIAL SERVICES GP, LLC
|
|||
|
By:
Its:
|
EJF CAPITAL LLC
Sole Managing Member
|
||
|
By:
|
/s/ Neal J. Wilson
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Name:
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Neal J. Wilson
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Title:
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Chief Operating Officer
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EXHIBIT A
The undersigned, EJF Capital LLC, a Delaware limited liability company, Emanuel J. Friedman, EJF Debt Opportunities Master Fund, L.P., a limited partnership organized under the laws of the Cayman Islands, EJF Debt Opportunities GP, LLC, a Delaware limited liability company, EJF Debt Opportunities Master Fund II, LP, a limited partnership organized under the laws of the Cayman Islands, and EJF Debt Opportunities II GP, LLC, a Delaware limited liability company, Beltway Strategic Opportunities Fund L.P., a limited partnership organized under the laws of the Cayman Islands, Beltway Strategic Opportunities GP, LLC, a Delaware limited liability company, EJF Financial Services Fund, LP, a Delaware limited partnership and EJF Financial Services GP, LLC, a Delaware limited liability company hereby agree and acknowledge that the information required by this Amendment No. 2 to Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of each of them. The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them.
Dated: October 21, 2014
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EJF CAPITAL LLC
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By:
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/s/ Neal J. Wilson
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Name:
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Neal J. Wilson
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Title:
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Chief Operating Officer
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EMANUEL J. FRIEDMAN
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By:
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/s/ Emanuel J. Friedman
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Name:
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Emanuel J. Friedman
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EJF DEBT OPPORTUNITIES MASTER FUND, L.P.
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By:
Its:
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EJF DEBT OPPORTUNITIES GP, LLC
General Partner |
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By:
Its:
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EJF CAPITAL LLC
Sole Managing Member |
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By:
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/s/ Neal J. Wilson
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||
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Name:
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Neal J. Wilson
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Title:
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Chief Operating Officer
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EJF DEBT OPPORTUNITIES GP, LLC
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|||
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By:
Its:
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EJF CAPITAL LLC
Sole Managing Member
|
||
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By:
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/s/ Neal J. Wilson
|
||
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Name:
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Neal J. Wilson
|
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Title:
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Chief Operating Officer
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EJF DEBT OPPORTUNITIES MASTER FUND II, LP
|
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By:
Its:
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EJF DEBT OPPORTUNITIES II GP, LLC
General Partner
|
||
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By:
Its:
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EJF CAPITAL LLC
Sole Managing Member
|
||
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By:
|
/s/ Neal J. Wilson
|
||
|
Name:
|
Neal J. Wilson
|
||
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Title:
|
Chief Operating Officer
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EJF DEBT OPPORTUNITIES II GP, LLC
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By:
Its:
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EJF CAPITAL LLC
Sole Managing Member
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||
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By:
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/s/ Neal J. Wilson
|
||
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Name:
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Neal J. Wilson
|
||
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Title:
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Chief Operating Officer
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BELTWAY STRATEGIC OPPORTUNITIES FUND L.P.
|
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By:
Its:
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BELTWAY STRATEGIC OPPORTUNITIES GP, LLC
General Partner
|
||
|
By:
Its:
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EJF CAPITAL LLC
Sole Managing Member
|
||
|
By:
|
/s/ Neal J. Wilson
|
||
|
Name:
|
Neal J. Wilson
|
||
|
Title:
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Chief Operating Officer
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BELTWAY STRATEGIC OPPORTUNITIES GP, LLC
|
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By:
Its:
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EJF CAPITAL LLC
Sole Managing Member
|
||
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By:
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/s/ Neal J. Wilson
|
||
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Name:
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Neal J. Wilson
|
||
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Title:
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Chief Operating Officer
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EJF FINANCIAL SERVICES FUND, LP
|
|||
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By:
Its:
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EJF FINANCIAL SERVICES GP, LLC
General Partner |
||
|
By:
Its:
|
EJF CAPITAL LLC
Sole Managing Member |
||
|
By:
|
/s/ Neal J. Wilson
|
||
|
Name:
|
Neal J. Wilson
|
||
|
Title:
|
Chief Operating Officer
|
||
|
EJF FINANCIAL SERVICES GP, LLC
|
|||
|
By:
Its:
|
EJF CAPITAL LLC
Sole Managing Member
|
||
|
By:
|
/s/ Neal J. Wilson
|
||
|
Name:
|
Neal J. Wilson
|
||
|
Title:
|
Chief Operating Officer
|
||