UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On December 20, 2024, PennyMac Mortgage Investment Trust (the “Company”), through four of its indirect, wholly owned subsidiaries, PMT ISSUER TRUST - FMSR (“Issuer Trust”), PMT CO-ISSUER TRUST I – FMSR (“Co-Issuer Trust”), PennyMac Corp. (“PMC”), and PennyMac Holdings, LLC (“PMH”), entered into a Series 2024-VF2 Note with Citibank, N.A. (“Citibank”), as part of the structured finance transaction that PMC uses to finance Fannie Mae mortgage servicing rights and related excess servicing spread and servicing advance receivables. The Company entered into (i) Series 2024-VF2 Indenture Supplement, dated December 20, 2024, by and among Issuer Trust, Co-Issuer Trust, PMC, PMH, and Citibank (“Indenture Supplement”), and (ii) Master Repurchase Agreement, dated as of December 20, 2024, among PMC FMSR VFN Funding, LLC, PMH FMSR VFN Funding, LLC, PMC, PMH, the buyers from time-to-time party thereto, and Citibank (“Series 2024-VF2 Note”). The initial term of the Series 2024-VF2 Note is set to expire on June 26, 2026.
The maximum principal balance of the Series 2024-VF2 Note is $1 billion and the aggregate committed amount is $500 million. The Series 2024-VF1 Note is pari passu with the other variable funding notes, term notes, and term loans previously issued as part of the structured finance transaction.
The Company, PMC and PMH also entered a Series 2024-VF2 Guaranty to guarantee the performance of PMC FMSR VFN Funding, LLC and PMH FMSR VFN Funding, LLC under the Series 2024-VF2 Repurchase Agreement (“Guaranty”).
The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the other descriptions and the full text of the agreements and amendments in the following: (i)(a) the Indenture Supplement, (b) the Series 2024-VF2 Note, and (c) the Guaranty, all of which have been filed with this Current Report on Form 8-K as Exhibit 10.1 through Exhibit 10.3; (ii) the Series 2024-FT1 Indenture Supplement, as filed in the Company’s Form 8-K on June 27, 2024 as Exhibit 10.1; (iii) the Series 2024-VF1 Indenture Supplement, Series 2024-VF1 Note and Guaranty, as filed in the Company’s Form 8-K on March 20, 2024 as Exhibits 10.1, 10.2, and 10.3, respectively; (iv) the Joinder Amendment and Indenture Amendment, as filed in the Company’s Form 8-K on August 16, 2023 as Exhibits 10.1 and 10.2, respectively; (v) Series 2023-FTL1 Loan Agreement and Indenture Amendment, as filed in the Company’s Form 8-K on June 1, 2023 as Exhibits 10.1 and 10.2, respectively; (vi) the Joint Assignment, Assumption and Amendment No. 7 to the Series 2017-VF1 Repurchase Agreement, Amendment No. 1 to the Series 2017-VFI Pricing Side Letter, Amendment No. 3 to the Series 2017-VF1 Side Letter Agreement and Amendment No. 1 to the VFN Repo Guaranty, as filed in the Company’s Form 8-K on March 17, 2023 as Exhibit 10.2; (vii) the Amendment No. 5, dated as of June 28, 2022, to the Base Indenture as filed in the Company’s Form 8-K on July 5, 2022 as Exhibit 10.1; (viii) the Amendment No. 4, dated as of March 30, 2021, to the Base Indenture as filed in the Company’s Form 8-K on March 31, 2021 as Exhibit 10.1; (ix) the Amendment No. 3, dated as of October 20, 2020, to the Base Indenture as filed in the Company’s Form 10-Q on November 6, 2020 as Exhibit 10.6; (x) the Amendment No. 2, dated as of July 31, 2020, to the Base Indenture as filed in the Company’s Form 10-Q on August 7, 2020 as Exhibit 10.7; (xi) the Amendment No. 1, dated as of April 25, 2018, to the Base Indenture as filed in the Company’s Form 8-K on April 30, 2018 as Exhibit 10.1; (xii) the Base Indenture, dated as of December 20, 2017, which has been filed with the Company’s Form 8-K as filed with the SEC on December 27, 2017 as Exhibit 10.1; (xiii) the Amended and Restated Master Repurchase Agreement, dated as of June 29, 2018, by and among PennyMac Corp., as Seller, Credit Suisse AG, Cayman Island Branch, as Buyer, and Credit Suisse First Boston Mortgage Capital, LLC, as administrative agent, which has been filed with the Company’s Form 8-K as filed with the SEC on July 6, 2018 as Exhibit 10.1; and (xiv) all other amendments to the foregoing filed thereafter with the SEC.
| 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.
| ^ | Portions of the exhibit have been redacted |
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: December 23, 2024 | /s/ Daniel S. Perotti | |||||
| Daniel S. Perotti Senior Managing Director and Chief Financial Officer | ||||||