UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
PennyMac Mortgage Investment Trust (the “Company”) updated and renewed aspects of its capital planning tools in June 2021.
At-the-Market (“ATM”) Program
On June 15, 2021, the Company, PennyMac Operating Partnership, L.P. and PNMAC Capital Management, LLC entered into separate Equity Distribution Agreements (each an “Equity Distribution Agreement”) with Barclays Capital Inc., BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC and JMP Securities LLC (each an “Agent” and collectively, the “Agents”) to sell from time to time, through an “at the market” equity offering program under which the Agents will act as sales agent and/or principal, the Company’s common shares of beneficial interest, par value $0.01 per share, having an aggregate offering price of up to $200,000,000 (the “Shares”).
Subject to the terms and conditions of each Equity Distribution Agreement, the applicable Agent will use its commercially reasonable efforts consistent with its normal sales and trading practices to sell the Shares as directed by the Company. The sales, if any, of the Shares made under the Equity Distribution Agreement may be made by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 under the Securities Act of 1933, including sales made directly on the New York Stock Exchange, sales made by means of ordinary brokers’ transactions, or sales made to or through a market maker other than on an exchange or through an electronic communications network. In addition, the Company’s common shares may be offered and sold by such other methods, including block transactions and privately negotiated transactions, as the Company and the Agents may agree.
The Equity Distribution Agreements provide that each Agent will be entitled to compensation that will not exceed, but may be lower than, 2.0% of the gross sales price per share for any Shares sold through it as sales agent under the applicable Equity Distribution Agreement. Under the terms of the Equity Distribution Agreements, the Company may also sell Shares to the Agents as principals at prices agreed upon at the time of sale. The Company has no obligation to sell any of the Shares under the Equity Distribution Agreements, and may at any time suspend solicitation and offers under the Equity Distribution Agreements.
Affiliates of certain of the agents are lenders under certain of the Company’s master repurchase agreements and other credit facilities. To the extent that the Company uses any net proceeds that it receives from this offering from time to time to reduce its indebtedness, these affiliates may receive a portion of such payments.
The Company filed a prospectus supplement, dated June 15, 2021, to the prospectus, dated June 15, 2021 (File No. 333-257114), with the Securities and Exchange Commission in connection with the offer and sale of the Shares.
The foregoing description of the Equity Distribution Agreements is qualified in its entirety by reference to the form Equity Distribution Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K, and is incorporated by reference herein.
Share Repurchase Program
On June 11, 2021, the Company’s board of trustees approved an increase to the Company’s common share of beneficial interest repurchase authorization from $300 million to $400 million. The share repurchase authorization does not require the Company to purchase a specific number of common shares, and the timing and amount of any common shares repurchased are based on market conditions and other factors, including price, regulatory requirements and capital availability. Common share repurchases may be effected through privately negotiated transactions or open market purchases in accordance with applicable rules and regulations. The common share repurchase authorization does not have an expiration date but may be suspended, modified or discontinued at any time without prior notice.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 1.1 | Form of Equity Distribution Agreement | |
| 5.1 | Opinion of Venable LLP as to the legality of the Shares | |
| 23.1 | Consent of Venable LLP (included in Exhibit 5.1) | |
| 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.
| Dated: June 15, 2021 | PENNYMAC MORTGAGE INVESTMENT TRUST | |||||
| By: | /s/ Daniel S. Perotti | |||||
| Name: | Daniel S. Perotti | |||||
| Title: | Senior Managing Director and Chief Financial Officer | |||||