PennyMac Mortgage Investment Trust (NYSE:PMT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On June 16, 2017, PennyMac Mortgage Investment Trust (the
Company), through its indirect wholly-owned subsidiaries,
PennyMac Corp. (PMC) and PennyMac Holdings, LLC (PMH), entered
into the following four amendments to financing arrangements with
Barclays Bank PLC (Barclays): (i) an amendment (the Repurchase
Amendment) to its Master Repurchase Agreement, dated as of
September 14, 2015, by and among Barclays, PMC, PennyMac Loan
Services, LLC (PLS), an indirect controlled subsidiary of
PennyMac Financial Services, Inc. (NYSE: PFSI), and the Company
(the Repurchase Agreement); (ii) an amendment (the Participation
Amendment) to its Mortgage Loan Participation Purchase and Sale
Agreement, dated as of September 14, 2015, by and among Barclays,
PMC and PLS (the Participation Agreement); (iii) an amendment
(the Fannie Mae Loan Amendment) to its Amended and Restated Loan
and Security Agreement, dated as of January 22, 2016, by and
among Barclays, PMC, PMH and the Company (the Fannie Mae Loan
Agreement); and (iv) an amendment (the Freddie Mac Loan
Amendment) to its Loan and Security Agreement, dated as of March
24, 2017, by and among Barclays, PMC, PMH and the Company (the
Freddie Mac Loan Agreement and, together with the Fannie Mae Loan
Agreement, the Loan Agreements).
Repurchase Agreement
to the terms of the Repurchase Agreement, PMC may sell, and later
repurchase, newly originated mortgage loans. The Repurchase
Agreement is used to fund newly originated mortgage loans that
are purchased from correspondent lenders by PMC and held pending
sale and/or securitization. The obligations of PMC under the
Repurchase Agreement are fully guaranteed by the Company and the
mortgage loans are serviced by PLS.The maximum aggregate purchase
price provided for in the Repurchase Agreement is currently $600
million as the result of a temporary increase. After September
30, 2017, the maximum aggregate purchase price under the
Repurchase Agreement will revert back to $400 million.
Under the terms of the Repurchase Amendment, the committed amount
was decreased from $220 million to $170 million, the available
amount of which is reduced by the sum of (a) the aggregate
purchase price of all outstanding transactions under the
Participation Agreement and related to the committed amount
thereunder, and (b) the aggregate outstanding loan amounts under
the Loan Agreements. The uncommitted amount is reduced by the
aggregate purchase price of all outstanding transactions under
the Participation Agreement and related to the uncommitted amount
thereunder. The Company, through PMC, is required to pay Barclays
all fees and out of pocket expenses associated with the
preparation of the Repurchase Amendment. All other terms and
conditions of the Repurchase Agreement remain the same in all
material respects.
The foregoing descriptions of the Repurchase Amendment, the
Repurchase Agreement and the related guaranty do not purport to
be complete and are qualified in their entirety by reference to
(i) the full text of the Repurchase Amendment, which has been
filed with this Current Report on Form 8-K as Exhibit 10.1; and
(ii) the description of the Repurchase Agreement in the Companys
Current Report on Form 8-K as filed on September 18, 2015, the
full text of the Repurchase Agreement attached thereto as Exhibit
10.1, and the full text of all other amendments filed thereafter
with the Securities and Exchange Commission (SEC).
Participation Agreement
to the terms of the Participation Agreement, PMC may sell to
Barclays participation certificates, each of which represents an
undivided beneficial ownership interest in a pool of mortgage
loans that have been pooled with Fannie Mae or Freddie Mac and
are pending securitization. The obligations of PMC under the
Participation Agreement are fully guaranteed by the Company and
the mortgage loans are serviced by PLS.The maximum aggregate
principal amount provided for in the Participation Agreement is
currently $600 million as the result of a temporary increase.
After September 30, 2017, the maximum aggregate purchase price
under the Participation Agreement will revert back to $400
million.
Under the terms of the Participation Amendment, the committed
amount was decreased from $220 million to $170 million, the
available amount of which is reduced by the sum of (a) the
aggregate purchase price of all outstanding transactions under
the Repurchase Agreement and related to the committed amount
thereunder, and (b) the aggregate outstanding loan amounts under
the Loan Agreements. The uncommitted amount is reduced by the
aggregate purchase price of all outstanding transactions under
the Repurchase Agreement and related to the
uncommitted amount thereunder. The Company, through PMC, is
required to pay Barclays all fees and out of pocket expenses
associated with the preparation of the Participation
Amendment.All other terms and conditions of the Participation
Agreement remain the same in all material respects.
The foregoing descriptions of the Participation Amendment, the
Participation Agreement and the related guaranty do not purport
to be complete and are qualified in their entirety by reference
to (i) the full text of the Participation Amendment, which has
been filed with this Current Report on Form 8-K as Exhibit 10.2;
and (ii) the description of the Participation Agreement in the
Companys Current Report on Form 8-K as filed on September 18,
2015, the full text of the Participation Agreement attached
thereto as Exhibit 10.2, and the full text of all other
amendments filed thereafter with the SEC.
Loan Agreements
to the terms of the Freddie Mac Loan Agreement, PMC and PMH may
finance certain mortgage servicing rights and the related excess
servicing spread pertaining to mortgage loans pooled into Freddie
Mac securities (the Freddie Mac MSRs). The scheduled maturity
date for the Freddie Mac Loan Agreement is December 1, 2017. The
obligations of PMC and PMH under the Freddie Mac Loan Agreement
are joint and several, and they are fully guaranteed by the
Company. The mortgage loans relating to the Freddie Mac MSRs are
serviced by PLS.
Under the terms of the Freddie Mac Loan Amendment, the maximum
outstanding loan amount that PMC and PMH may use to finance
Freddie Mac MSRs was decreased from $220 million to $170 million,
the available amount of which is reduced by any amounts borrowed
by PMC and/or PMH under the Fannie Mae Loan Agreement. The
Company, through PMC and PMH, is required to pay Barclays all
fees and out of pocket expenses associated with the preparation
of the Freddie Mac Loan Amendment.All other terms and conditions
of the Freddie Mac Loan Agreement remain the same in all material
respects.
to the terms of the Fannie Mae Loan Agreement, PMC and PMH may
finance certain mortgage servicing rights and the related excess
servicing spread pertaining to mortgage loans pooled into Fannie
Mae securities (the Fannie Mae MSRs). The scheduled maturity date
for the Fannie Mae Loan Agreement is December 1, 2017. The
obligations of PMC and PMH under the Fannie Mae Loan Agreement
are joint and several, and they are fully guaranteed by the
Company. The mortgage loans relating to the Fannie Mae MSRs are
serviced by PLS.
Under the terms of the Fannie Mae Loan Amendment, the maximum
outstanding loan amount that PMC and PMH may use to finance
Fannie Mae MSRs was decreased from $220 million to $170 million,
the available amount of which is reduced by any amounts borrowed
by PMC and/or PMH under the Freddie Mac Loan Agreement. The
Company, through PMC and PMH, is required to pay Barclays all
fees and out of pocket expenses associated with the preparation
of the Fannie Mae Loan Amendment.All other terms and conditions
of the Fannie Mae Loan Agreement remain the same in all material
respects.
The foregoing descriptions of the Freddie Mac Loan Amendment, the
Freddie Mac Loan Agreement and the related guaranty do not
purport to be complete and are qualified in their entirety by
reference to (i) the full text of the Freddie Mac Loan Amendment,
which has been filed with this Current Report on Form 8-K as
Exhibit 10.3; and (ii) the description of the Freddie Mac Loan
Agreement in the Companys Current Report on Form 8-K as filed on
March 30, 2017, and the full text of the Freddie Mac Loan
Agreement attached thereto as Exhibit 10.2.
The foregoing descriptions of the Fannie Mae Loan Amendment, the
Fannie Mae Loan Agreement and the related guaranty do not purport
to be complete and are qualified in their entirety by reference
to (i) the full text of the Fannie Mae Loan Amendment, which has
been filed with this Current Report on Form 8-K as Exhibit 10.4;
and (ii) the description of the Fannie Mae Loan Agreement in the
Companys Current Report on Form 8-K as filed on January 28, 2016,
the full text of the Fannie Mae Loan Agreement attached thereto
as Exhibit 10.2, and the full text of all other amendments 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 Current Report
on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
Description |
|
10.1 |
Amendment Number Six to the Master Repurchase Agreement, |
|
10.2 |
Amendment Number Four to the Mortgage Loan Participation |
|
10.3 |
Amendment Number One to the Loan and Security Agreement, |
|
10.4 |
Amendment Number Five to the Amended and Restated Loan |
PennyMac Mortgage Investment Trust ExhibitEX-10.1 2 pmt-ex101_8.htm EX-10.1 – AM NO 6 TO MRA pmt-ex101_8.htm Exhibit 10.1 EXECUTION AMENDMENT NUMBER SIX to the MASTER REPURCHASE AGREEMENT dated as of September 14,…To view the full exhibit click here About PennyMac Mortgage Investment Trust (NYSE:PMT)
PennyMac Mortgage Investment Trust is a specialty finance company that invests primarily in residential mortgage loans and mortgage-related assets. The Company conducts all of its operations, and makes all of its investments, through PennyMac Operating Partnership, L.P. and its subsidiaries. It operates through two segments: correspondent production and investment activities. The correspondent production segment represents its operations aimed at serving as an intermediary between mortgage lenders and the capital markets by purchasing, pooling and reselling newly originated prime credit quality mortgage loans either directly or in the form of mortgage-backed securities (MBS), using the services of PNMAC Capital Management and PennyMac Loan Services, LLC. The investment activities segment represents its investments in mortgage-related assets, which include distressed mortgage loans, real estate acquired in settlement of loans, MBS, mortgage servicing rights and excess servicing spread.
