PennyMac Financial Services, Inc. (NYSE:PFSI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement.
Repurchase Agreement with JPMorgan Chase Bank, N.A.
On May 23, 2017, PennyMac Financial Services, Inc. (the Company),
through its indirect controlled subsidiary, PennyMac Loan
Services, LLC (PLS), entered into an amendment (the JPM
Amendment) to its Master Repurchase Agreement, dated as of August
19, 2016, by and among JPMorgan Chase Bank, N.A. (JPM) and PLS
(the JPM Repurchase Agreement), to which PLS may sell to, and
later repurchase from, JPM newly originated mortgage loans. The
obligations of PLS under the JPM Repurchase Agreement are fully
guaranteed by Private National Mortgage Acceptance Company, LLC
(PNMAC), which is the parent company of PLS and a controlled
subsidiary of the Company.
to the terms of the JPM Amendment, the maximum aggregate
principal amount provided for in the JPM Repurchase Agreement was
increased from $200 million to $500 million. The JPM Repurchase
Agreement is committed to October 13, 2017. All other terms of
the JPM Repurchase Agreement and the related guaranty, including
the $50 million committed amount, remain the same in all material
respects.
The foregoing descriptions of the JPM Amendment, JPM Repurchase
Agreement and the related guaranty by PNMAC do not purport to be
complete and are qualified in their entirety by reference to (i)
the full text of the JPM Amendment, which has been filed with
this Current Report on Form 8-K as Exhibit 10.1; (ii) the
descriptions of the JPM Repurchase Agreement and the related
guaranty in the Companys Current Report on Form 8-K as filed on
August 23, 2016; and (iii) the full text of the JPM Repurchase
Agreement and the related guaranty attached thereto as Exhibits
10.1 and 10.2, respectively.
Repurchase Agreement with Bank of America, N.A.
On May 23, 2017, the Company, through PLS and PNMAC, also entered
into an amendment (the BANA Amendment) to its Master Repurchase
Agreement, dated as of March 17, 2011, by and among Bank of
America, N.A. (BANA), PLS and PNMAC (the BANA Repurchase
Agreement), to which PLS may sell to, and later repurchase from,
BANA newly originated residential mortgage loans that it
originates or acquires from correspondent lenders through
PennyMac Mortgage Investment Trust (NYSE: PMT). The mortgage
loans are serviced by PLS and the obligations of PLS under the
BANA Repurchase Agreement are fully guaranteed by PNMAC.
to the terms of the BANA Amendment, the term was extended to May
25, 2018, and the maximum aggregate principal amount provided for
thereunder was temporarily increased from $500 million to $800
million. The period of the increase runs from May 26, 2017 to and
including August 31, 2017. After August 31, 2017, the maximum
aggregate principal amount will revert back to $500 million. All
other terms and conditions of the BANA Repurchase Agreement,
including the $225 million committed amount thereunder, and the
related guaranty remain the same in all material respects. The
Company, through PLS, is required to pay BANA a facility fee
relating to the BANA Amendment, as well as all reasonable fees
and out-of-pocket expenses incurred by BANA in connection with
the preparation of the BANA Amendment.
The foregoing descriptions of the BANA Amendment, BANA Repurchase
Agreement and the related guaranty by PNMAC do not purport to be
complete and are qualified in their entirety by reference to (i)
the full text of the BANA Amendment, which has been filed with
this Current Report on Form 8-K as Exhibit 10.2; (ii) the full
text of the BANA Repurchase Agreement, which was filed as Exhibit
10.18 to the Companys Form S-1 Registration Statement filed on
February 7, 2013; (iii) any amendments to the BANA Repurchase
Agreement filed thereafter; and (iv) the full text of the related
guaranty, which was filed as Exhibit 10.73 to the Companys
Quarterly Report on Form 10-Q for the quarter ended June 30,
2014.
Item 2.03Creation 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 5.07Submission of Matters to a Vote of Security Holders.
On May 23, 2017, PennyMac Financial Services, Inc. (the
Company) held its Annual Meeting of Stockholders (the Meeting)
in Westlake Village, California for the purpose of: (i)
electing nine (9) director nominees to serve on the Board of
Directors (the Board), each for a one-year term expiring at the
2018 Annual Meeting of Stockholders; (ii) ratifying the
appointment of Deloitte Touche LLP as the Companys independent
registered public accounting firm for the fiscal year ending
December 31, 2017; (iii) approving, by non-binding vote, the
Companys executive compensation; and (iv) recommending, by
non-binding vote, the frequency of the Companys executive
compensation vote.As of the record date, 22,917,545 shares of
Class A common stock were issued and outstanding, and 49 shares
of Class B common stock were issued and held by owners of Class
A units of Private National Mortgage Acceptance Company, LLC
(PNMAC).Each share of Class A common stock held on the record
date entitled the holder to one vote on each proposal. Each
share of Class B common stock held on the record date entitled
the holder to a number of votes on each proposal equal to the
number of Class A units of PNMAC held by such holder on the
record date.The total number of eligible votes as of the record
date was 76,327,355, of which 72,697,803 votes, or 95.24%, were
present in person or by proxy.
Proposal 1: The election of nine (9) director nominees to serve
on the Board, each for a one-year term expiring at the 2018
Annual Meeting of Stockholders.
|
Trustee |
Votes For |
Votes Withheld |
Broker Non-Votes |
|
Stanford L. Kurland |
68,231,997 |
510,892 |
3,954,914 |
|
David A. Spector |
68,263,358 |
479,531 |
3,954,914 |
|
Matthew Botein |
67,909,807 |
833,082 |
3,954,914 |
|
James K. Hunt |
68,391,891 |
350,998 |
3,954,914 |
|
Patrick Kinsella |
68,488,741 |
254,148 |
3,954,914 |
|
Joseph Mazzella |
68,021,633 |
721,256 |
3,954,914 |
|
Farhad Nanji |
67,978,064 |
764,825 |
3,954,914 |
|
Mark Wiedman |
67,953,477 |
789,412 |
3,954,914 |
|
Emily Youssouf |
68,488,741 |
254,148 |
3,954,914 |
All director nominees were elected.
Proposal 2: Ratification of the appointment of Deloitte Touche
LLP as independent registered public accounting firm for the
Company for the fiscal year ending December 31, 2017.
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|
72,671,047 |
26,756 |
0 |
0 |
Proposal 3: Approval, by non-binding vote, of the Companys
executive compensation.
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|
61,876,376 |
6,603,536 |
262,977 |
3,954,914 |
Proposal 4: Recommendation, by non-binding vote, of the
frequency of the Companys executive compensation vote.
|
One Year |
Two Years |
Three Years |
Abstentions |
|
67,056,174 |
177,738 |
1,245,941 |
263,036 |
Further information regarding these proposals is set forth in
the Companys definitive proxy statement on Schedule 14A filed
with the SEC on April 13, 2017.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
|
Exhibit No. |
Description |
|
10.1 |
First Amendment to Master Repurchase Agreement, dated |
|
10.2 |
Amendment No. 11 to Master Repurchase Agreement, dated |
About PennyMac Financial Services, Inc. (NYSE:PFSI)
PennyMac Financial Services, Inc. (PFSI) is a financial services company. The Company is focused on the production and servicing of the United States residential mortgage loans and the management of investments related to the United States mortgage market. It operates through three segments: loan production, loan servicing and investment management. Its loan production segment is sourced through approximately two channels: correspondent production and consumer direct lending. Its loan servicing segment performs loan administration, collection and default management activities, including the collection and remittance of loan payments; response to customer inquiries; accounting for principal and interest; counseling delinquent mortgagors, and supervising foreclosures and property dispositions. Its investment management segment represents the activities of the Company’s investment manager, which include sourcing, performing diligence, bidding and closing investment asset acquisitions. PennyMac Financial Services, Inc. (NYSE:PFSI) Recent Trading Information
PennyMac Financial Services, Inc. (NYSE:PFSI) closed its last trading session down -0.10 at 16.35 with 344,482 shares trading hands.
