UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
Series 2021-FT1 Notes
On March 30, 2021, PennyMac Mortgage Investment Trust (the “Company”), through its indirect subsidiary, PMT ISSUER TRUST—FMSR (“Issuer Trust”), issued an aggregate principal amount of $350 million in secured term notes (the “2021-FT1 Notes”) to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”). The 2021-FT1 Notes are secured by certain participation certificates relating to Fannie Mae mortgage servicing rights (“MSRs”) and excess servicing spread relating to such MSRs that are financed pursuant to a structured finance transaction, which is further described in the Company’s Current Report on Form 8-K filed on December 27, 2017.
The 2021-FT1 Notes bear interest at a rate equal to one-month LIBOR plus 3.00% per annum, with index replacement provisions related to the transition from LIBOR, payable each month beginning in April 2021, on the 25th day of such month or, if such 25th day is not a business day, the next business day. The 2021-FT1 Notes will mature on April 25, 2026 or, if extended pursuant to the terms of the 2021-FT1 Indenture Supplement (as defined below), April 25, 2028 (unless earlier redeemed in accordance with their terms). The 2021-FT1 Notes have been assigned an investment grade rating of BBB- by Kroll Bond Rating Agency and will rank pari passu with the Series 2018-FT1 Notes issued on April 25, 2018 by the Issuer Trust (“2018-FT1 Notes”) and the Series 2017-VF1 Note dated December 20, 2017 (the “VFN”) issued by the Issuer Trust to one of the Company’s subsidiaries, PennyMac Corp. (“PMC”).
The 2021-FT1 Notes were issued pursuant to the terms of (i) an amendment (the “Amendment”) to that certain base indenture, dated as of December 20, 2017, by and among the Issuer Trust, Citibank, N.A., as indenture trustee, calculation agent, paying agent and securities intermediary, PMC, as the servicer and administrator, and Credit Suisse First Boston Mortgage Capital LLC, as administrative agent (the “Base Indenture”); and (ii) a Series 2021-FT1 indenture supplement, dated as of April 25, 2021, to base indenture dated December 20, 2017 (the “2021-FT1 Indenture Supplement”). Other material terms of the Base Indenture are described more fully in the Company’s Current Report on Form 8-K filed on December 27, 2017.
The 2021-FT1 Notes have not been and are not expected to be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold within the United States or to U.S. persons absent an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
The foregoing descriptions of the Amendment, the Base Indenture, the 2021-FT1 Indenture Supplement, the 2018-FT1 Notes and the VFN do not purport to be complete and are qualified in their entirety by reference to (i) the full text of the Amendment and the 2021-FT1 Indenture Supplement, which have been filed with this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2, respectively; (ii) the full text of Amendment No. 2, dated as of July 31, 2020, to the Base Indenture in the Company’s Form 10-Q as filed on August 7, 2020 and Amendment No. 3, dated as of October 20, 2020, to the Base Indenture in the Company’s Form 10-Q as filed on November 6, 2020; (iii) the full text of Amendment No. 1 and the 2018-FT1 Indenture Supplement, in the Company’s Current Report on Form 8-K as filed on April 30, 2018 as Exhibit 10.1 and Exhibit 10.2, respectively; (iv) the description of the Base Indenture in the Company’s Current Report on Form 8-K as filed on December 27, 2017 and the full text of such agreement attached thereto as Exhibit 10.1; and (v) the description of the VFN in the Company’s Current Report on Form 8-K as filed on December 27, 2017.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 of this report is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Amendment No. 4, dated as of March 30, 2021, to the Base Indenture dated as of December 20, 2017, by and among PMT ISSUER TRUST – FMSR, Citibank, N.A., PennyMac Corp. and Credit Suisse First Boston Mortgage Capital LLC | |
| 10.2 | Series 2021-FT1 Indenture Supplement, dated as of March 30, 2021, to Base Indenture dated as of December 20, 2017, by and among PMT ISSUER TRUST – FMSR, Citibank, N.A., PennyMac Corp. and Credit Suisse First Boston Mortgage Capital LLC | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PENNYMAC MORTGAGE INVESTMENT TRUST | ||||||
| Dated: March 31, 2021 | /s/ Daniel S. Perotti | |||||
| Daniel S. Perotti Senior Managing Director and Chief Financial Officer | ||||||