PennyMac Financial Services, Inc. (NYSE:PFSI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement.
On June 16, 2017, PennyMac Financial Services, Inc. (the
Company), through two of its controlled subsidiaries, PennyMac
Loan Services, LLC (PLS) and Private National Mortgage Acceptance
Company, LLC (PNMAC), entered into the following three amendments
to financing arrangements with Barclays Bank PLC (Barclays): (i)
an amendment (the Barclays Repurchase Amendment) to its Master
Repurchase Agreement, dated as of December 4, 2015, by and among
Barclays, PLS and PNMAC (the Barclays Repurchase Agreement);(ii)
an amendment (the Barclays Participation Amendment) to its
Mortgage Loan Participation Purchase and Sale Agreement, dated as
of December 4, 2015, by and among Barclays, PLS and PNMAC (the
Barclays Participation Agreement); and (iii)an amendment (the
Barclays Loan Amendment) to its Loan and Security Agreement,
dated as of December 4, 2015, by and between Barclays, PLS and
PNMAC (the Barclays Loan Agreement).
On June 19, 2017, the Company, through PLS, also entered into an
amendment (the Citi Repurchase Amendment) to its Master
Repurchase Agreement, dated as of March 3, 2017, by and among
Citibank, N.A. (Citi) and PLS (the Citi Repurchase Agreement).
On June 20, 2017, the Company, through PLS, also entered into an
amendment (the Morgan Stanley Amendment) to its Master Repurchase
Agreement, dated as of July 2, 2013, by and betweenMorgan Stanley
Bank, N.A. (Morgan Stanley) and PLS (the Morgan Stanley
Repurchase Agreement).
Barclays Repurchase Agreement
to the terms of the Barclays Repurchase Agreement, PLS may sell,
and later repurchase, newly originated mortgage loans. The
Barclays Repurchase Agreement is used to fund newly originated
mortgage loans that are originated through PLS consumer direct
lending channel or purchased from correspondent sellers through a
subsidiary of PennyMac Mortgage Investment Trust (NYSE: PMT) and,
in either case, held by PLS pending sale and/or securitization.
The obligations of PLS under the Barclays Repurchase Agreement
are fully guaranteed by PNMAC and the mortgage loans are serviced
by PLS. The maximum aggregate purchase price provided for in the
Barclays Repurchase Agreement is currently $500 million as the
result of a temporary increase. After September 30, 2017, the
maximum aggregate purchase price under the Barclays Repurchase
Agreement will revert back to $300 million.
Under the terms of the Barclays Repurchase Amendment, the
committed amount was increased from $80 million to $130 million,
the available amount of which is reduced by the sum of (a) the
aggregate purchase price of all outstanding transactions under
the Barclays Participation Agreement and related to the committed
amount thereunder, and (b) the aggregate outstanding loan amount
under the Barclays Loan Agreement. The uncommitted amount is
reduced by the aggregate purchase price of all outstanding
transactions under the Barclays Participation Agreement and
related to the uncommitted amount thereunder.The Company, through
PLS, is required to pay Barclays all fees and out of pocket
expenses associated with the preparation of the Barclays
Repurchase Amendment. All other terms and conditions of the
Barclays Repurchase Agreement remain the same in all material
respects.
The foregoing descriptions of the Barclays Repurchase Amendment,
the Barclays 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 Barclays Repurchase
Amendment, which has been filed with this Current Report on Form
8-K as Exhibit 10.1; and (ii) the description of the Barclays
Repurchase Agreement in the Companys Current Report on Form 8-K
as filed on December 10, 2015, the full text of the Barclays
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).
Barclays Participation Agreement
to the terms of the Barclays Participation Agreement, PLS 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
PLS under the Barclays Participation Agreement are fully
guaranteed by PNMAC and the mortgage loans are serviced by
PLS.The maximum aggregate principal amount provided for in the
Barclays Participation Agreement is currently $500 million as the
result of a temporary increase. After September 30, 2017, the
maximum aggregate purchase price under the Barclays Participation
Agreement will revert back to $300 million.
Under the terms of the Barclays Participation Amendment, the
committed amount was increased from $80 million to $130
million, the available amount of which is reduced by the sum of
(a) the aggregate purchase price of all outstanding
transactions under the Barclays Repurchase Agreement and
related to the committed amount thereunder, and (b) the
aggregate outstanding loan amount under the Barclays Loan
Agreement. The uncommitted amount is reduced by the aggregate
purchase price of all outstanding transactions under the
Barclays Repurchase Agreement and related to the uncommitted
amount thereunder.The Company, through PLS, is required to pay
Barclays all fees and out of pocket expenses associated with
the preparation of the Barclays Participation Amendment. All
other terms and conditions of the Barclays Participation
Agreement remain the same in all material respects.
The foregoing descriptions of the Barclays Participation
Amendment, the Barclays 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
Barclays Participation Amendment, which has been filed with
this Current Report on Form 8-K as Exhibit 10.2; and (ii) the
description of the Barclays Participation Agreement in the
Companys Current Report on Form 8-K as filed on December 10,
2015, the full text of the Barclays Participation Agreement
attached thereto as Exhibit 10.2, and the full text of all
other amendments filed thereafter with the SEC.
Barclays Loan Agreement
to the terms of the Barclays Loan Agreement, PLS may finance
certain of its mortgage servicing rights relating to mortgage
loans pooled into Fannie Mae and Freddie Mac securities (the
MSRs). The scheduled maturity date for the Barclays Loan
Agreement is December 1, 2017. The obligations of PLS under
theBarclays Loan Agreement are fully guaranteed by PNMAC, and
the mortgage loans relating to the MSRs are serviced by PLS.
Under the terms of the Barclays Loan Amendment, the maximum
outstanding loan amount that PLS may use to finance MSRs was
increased from $80 million to $130 million. The Company,
through PLS, is required to pay Barclays all fees and out of
pocket expenses associated with the preparation of the Barclays
Loan Amendment. All other terms and conditions of the Barclays
Loan Agreement remain the same in all material respects.
The foregoing descriptions of the Barclays Loan Amendment, the
Barclays 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 Barclays Loan Amendment, which has
been filed with this Current Report on Form 8-K as Exhibit
10.3; and (ii) the description of the Barclays Loan Agreement
in the Companys Current Report on Form 8-K as filed on December
10, 2015, the full text of the Barclays Loan Agreement attached
thereto as Exhibit 10.3, and the full text of all other
amendments filed thereafter with the SEC.
Citi Repurchase Agreement
to the terms of the Citi Repurchase Agreement, PLS may sell to,
and later repurchase from, Citi certain newly originated
mortgage loans that are originated through PLS consumer direct
lending channel or purchased from correspondent sellers through
a subsidiary of PMT and, in either case, held by PLS pending
sale and/or securitization. The obligations of PLS under the
Citi Repurchase Agreement are fully guaranteed by PNMAC and the
mortgage loans are serviced by PLS. The Citi Repurchase
Agreement is committed to March 2, 2018.
Under the terms of the Citi Repurchase Amendment, the maximum
aggregate purchase price provided for in the Citi Repurchase
Agreement was increased from $400 million to $700 million. The
committed amount was also increased from $200 million to $275
million.The Company, through PLS, is required to pay Citian
additional commitment fee relating to the Citi Repurchase
Amendment, as well as certain other fees and out of pocket
expenses. All other terms and conditions of the Citi Repurchase
Agreement remain the same in all material respects.
The foregoing descriptions of the Citi Repurchase Amendment,
the Citi 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 Citi Repurchase
Amendment, which has been filed with this Current Report on
Form 8-K as Exhibit 10.4; (ii) the description of the Citi
Repurchase Agreement in the Companys Current Report on Form 8-K
as filed on March 8, 2017 and the full text of the Citi
Repurchase Agreement attached thereto as Exhibit 10.1; and
(iii) the full text of the related guaranty, which was filed as
Exhibit 10.61 to the Companys Annual Report on Form 10-K as
filed on March 13, 2015.
Morgan Stanley Repurchase Agreement
to the terms of the Morgan Stanley Repurchase Agreement, PLS
may sell to, and later repurchase from, Morgan Stanley certain
newly originated mortgage loans that are originated through PLS
consumer direct lending channel or purchased from correspondent
sellers through a subsidiary of PMT and, in either case, held
by PLS pending sale and/or securitization. The obligations of
PLS under the Morgan Stanley Repurchase Agreement are fully
guaranteed by PNMAC and the mortgage loans are serviced by PLS.
The Morgan Stanley Repurchase Agreement is committed to August
25, 2017.
Under the terms of the Morgan Stanley Repurchase Amendment, the
maximum aggregate purchase price provided for in the Morgan
Stanley Repurchase Agreement was increased from $300 million to
$500 million, $175 million of which is committed. The Company,
through PLS, is required to pay Morgan Stanley all fees and out
of pocket expenses associated with the preparation of the
Morgan Stanley Repurchase Amendment.All other terms and
conditions of the Morgan Stanley Repurchase Agreement remain
the same in all material respects.
The foregoing descriptions of the Morgan Stanley Repurchase
Amendment, the Morgan Stanley 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 Morgan Stanley Repurchase Amendment, which has been
filed with this Current Report on Form 8-K as Exhibit 10.5;
(ii) the descriptions of the Morgan Stanley Repurchase
Agreement and the related guaranty in the Companys Current
Report on Form 8-K as filed on July 8, 2013; (iii)the full text
of the Morgan Stanley Repurchase Agreement and the related
guaranty attached thereto as Exhibit 1.1 and Exhibit 1.2,
respectively;and (iv) the full text of all other amendments to
the Morgan Stanley Repurchase Agreement filed thereafter with
the SEC.
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 8.01Other Events.
On June 21, 2017, the Companyalso issued a press release
announcing that its Board of Directors approved a $50 million
stock repurchase program.A copy of the press release is
attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
|
Exhibit No. |
Description |
|
10.1 |
Amendment Number Four to the Master Repurchase |
|
10.2 |
Amendment Number Three to the Mortgage Loan |
|
10.3 |
Amendment Number Four to the Loan and Security |
|
10.4 |
Amendment Number One to the Amended and Restated Master |
|
10.5 |
Amendment Number Nine to the Master Repurchase |
|
99.1 |
Press release, dated June 21, 2017, issued by PennyMac |
PENNYMAC FINANCIAL SERVICES, INC. ExhibitEX-10.1 2 ex-10d1.htm EX-10.1 Ex. 10.1 – Am No. 4 to MRA Exhibit 10.1 EXECUTION AMENDMENT NUMBER FOUR to the MASTER REPURCHASE AGREEMENT dated as of December 4,…To view the full exhibit click here 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.
