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    PennyMac Mortgage Investment Trust filed SEC Form 8-K: Creation of a Direct Financial Obligation, Entry into a Material Definitive Agreement

    9/21/23 4:56:56 PM ET
    $PMT
    Real Estate Investment Trusts
    Real Estate
    Get the next $PMT alert in real time by email
    8-K
    false 0001464423 0001464423 2023-09-18 2023-09-18 0001464423 us-gaap:CommonStockMember 2023-09-18 2023-09-18 0001464423 us-gaap:SeriesAPreferredStockMember 2023-09-18 2023-09-18 0001464423 us-gaap:SeriesBPreferredStockMember 2023-09-18 2023-09-18 0001464423 us-gaap:SeriesCPreferredStockMember 2023-09-18 2023-09-18

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    FORM 8-K

     

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d)

    of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): September 18, 2023

     

     

    PennyMac Mortgage Investment Trust

    (Exact name of registrant as specified in its charter)

     

     

     

    Maryland   001-34416   27-0186273
    (State or other jurisdiction
    of incorporation)
      (Commission
    File Number)
      (IRS Employer
    Identification No.)

     

    3043 Townsgate Road, Westlake Village, California   91361
    (Address of principal executive offices)   (Zip Code)

    Registrant’s telephone number, including area code: (818) 224-7442

    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

    Common Shares of Beneficial Interest, $0.01 par value   PMT   New York Stock Exchange
    8.125% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value   PMT/PA   New York Stock Exchange
    8.00% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value   PMT/PB   New York Stock Exchange
    6.75% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value   PMT/PC   New York Stock Exchange

    Indicate by check mark whether the registrant is an emerging growth company as defined in 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.

    The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

     

    Item 2.03

    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

    On September 21, 2023, PennyMac Mortgage Investment Trust (the “Company”) closed an underwritten public offering and sale of $50 million aggregate principal amount of its 8.50% Senior Notes due 2028 (the “Notes”). Pursuant to the Underwriting Agreement (as defined below), the Company also granted the Underwriters (as defined below) a 30-day option to purchase up to an additional $7.5 million aggregate principal amount of the Notes to cover over-allotments, if any.

    The Notes are fully and unconditionally guaranteed (the “Guarantee”) by PennyMac Corp. (the “Guarantor”). The terms of the Notes are governed by an indenture, dated as of September 21, 2023 (the “Base Indenture”), by and among the Company, the Guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by a first supplemental indenture, dated as of September 21, 2023 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), by and among the Company, the Guarantor and the Trustee. Copies of the Base Indenture and the First Supplemental Indenture, including the form of Notes and the Guarantee, the terms of which are incorporated herein by reference, are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K.

    The Notes bear interest at a rate of 8.50% per annum, payable quarterly in arrears on March 30, June 30, September 30 and December 30 of each year, commencing on December 30, 2023. The Notes will mature on September 30, 2028, unless earlier redeemed.

    The Company may redeem the Notes in whole or in part at any time or from time to time at the Company’s option on or after September 30, 2025, upon not less than 30 days written notice to holders prior to the redemption date, at a redemption price equal to 100% of the outstanding principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date, as described in greater detail in the Indenture.

    The Notes rank equal in right of payment to any of the Company’s existing and future unsecured and unsubordinated indebtedness; effectively subordinated in right of payment to any of its existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally subordinated to all existing and future indebtedness and other liabilities (including trade payables) and (to the extent not held by the Company) preferred stock, if any, of its subsidiaries other than the Guarantor and of any entity the Company accounts for using the equity method of accounting.

    The occurrence of an Event of Default (as defined in the Indenture) may, subject to certain conditions set forth in the Indenture, lead to the outstanding principal, plus accrued and unpaid interest, if any, of the Notes being immediately due and payable.


    The Notes have been approved for listing on the New York Stock Exchange under the symbol “PMTU” and trading of the Notes is expected to commence thereon within 30 days after the date hereof.

    The descriptions of the Base Indenture and the First Supplemental Indenture in this Current Report on Form 8-K are summaries and are qualified in their entirety by the terms of the Base Indenture and the First Supplemental Indenture, respectively.

    The Notes and the Guarantee were offered pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission on Form S-3 (Registration Nos. 333-257114 and 333-257114-01), including Post-Effective Amendment No. 1 thereto, which was filed on September 18, 2023, a base prospectus, dated September 18, 2023, and a prospectus supplement, dated September 18, 2023, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

     

    Item 8.01

    Other Events.

    On September 18, 2023, the Company and the Guarantor entered into an underwriting agreement (the “Underwriting Agreement”) with Piper Sandler & Co., as representative of the several underwriters named therein (the “Underwriters”), with respect to the offering of the Notes, which Notes are fully and unconditionally guaranteed by the Guarantor. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

     

    Item 9.01

    Financial Statements and Exhibits.

    (d) Exhibits.

     

    Exhibit
    No.

      

    Description

    1.1    Underwriting Agreement, dated September 18, 2023, among the Company and the Guarantor, on the one hand, and Piper Sandler & Co., as representative of the several Underwriters named therein, on the other hand
    4.1    Indenture, dated as of September 21, 2023, among PennyMac Mortgage Investment Trust, as issuer, PennyMac Corp., as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee
    4.2    First Supplemental Indenture, dated as of September 21, 2023, among PennyMac Mortgage Investment Trust, as issuer, PennyMac Corp., as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee
    4.3    Form of 8.50% Senior Notes due 2028 (included in Exhibit 4.2 hereto)
    5.1    Opinion of Venable LLP
    5.2    Opinion of Sidley Austin LLP
    23.1    Consent of Venable LLP (included in Exhibit 5.1)
    23.2         Consent of Sidley Austin LLP (included in Exhibit 5.2)
    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: September 21, 2023     PENNYMAC MORTGAGE INVESTMENT TRUST
        By:  

    /s/ Daniel S. Perotti

        Name:   Daniel S. Perotti
        Title:   Senior Managing Director and Chief Financial Officer
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