PennyMac Mortgage Investment Trust (NYSE:PMT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01Entry into a Material Definitive Agreement.
Series 2018-FT1 Notes
On April 25, 2018, PennyMac Mortgage Investment Trust (the “Company”), through its indirect subsidiary, PMT ISSUER TRUST—FMSR (“Issuer Trust”),issued an aggregate principal amount of $450 million in secured term notes (the “2018-FT1 Notes”)to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”). The 2018-FT1 Notes bear interest at a rate equal toone-month LIBOR plus2.35% per annum, payable eachmonth beginning in May2018, on the 25th day of such month or, if such 25th day is not a business day, the next business day. The 2018-FT1 Notes will mature on April 25, 2023or, if extended to the terms of the Term Note Indenture Supplement (as defined below), April 25, 2025 (unless earlier redeemed in accordance with their terms).The 2018-FT1 Notes have been assigned an investment grade rating of BBB- by Kroll Bond Rating Agency and will rank pari passu with the Series 2017-VF1 Notes dated December 20, 2017 (the “VFN”) issued by Issuer Trust to one of the Company’s subsidiaries, PennyMac Corp. (“PMC”). In addition, the 2018-FT1 Notes are secured by certain participation certificates relating to Fannie Mae mortgage servicing rights (“MSRs”) and excess servicing spread relating to such MSRs that are financed to a structured finance transaction, which is further described in the Company’s Current Report on Form 8-K filed on December 27, 2017.
The 2018-FT1 Notes have not been and are not expected to be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold within the United States or to U.S. persons absent an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
Amendment to the Base Indenture
The 2018-FT1 Notes were issued to the terms of (i) an amendment (the “Amendment”) to that certain base indenture, dated as of December 20, 2017, by and among Issuer Trust, Citibank, N.A., as indenture trustee, calculation agent, paying agent and securities intermediary, PMC, as the servicer and administrator, and Credit Suisse First Boston Mortgage Capital LLC, as administrative agent (the “Base Indenture”); and (ii) a Series 2018-FT1 indenture supplement, dated as of April 25, 2018, to base indenture dated December 20, 2017 (the “2018-FT1 Indenture Supplement”). Other material terms of the Base Indenture are described more fully in the Company’s Current Report on Form 8-K filed on December 27, 2017.
The foregoing descriptions of the Amendment, the Base Indenture, the 2018-FT1 Indenture Supplement and the VFN do not purport to be complete and are qualified in their entirety by reference to (i) the full text of the Amendment and the 2018-FT1 Indenture Supplement, which have been filed with this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2, respectively; (ii) the description of the Base Indenture in the Company’s Current Report on Form 8-K as filed on December 27, 2017 and the full text of such agreement attached thereto as Exhibit 10.1; and (iii) the description of the VFN in the Company’s Current Report on Form 8-K as filed on December 27, 2017.
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 report is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
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Exhibit No. |
Description |
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10.1 |
Amendment No. 1, dated as of April 25, 2018, to the Base Indenture dated as of December 20, 2017, by and among PMT ISSUER TRUST – FMSR, Citibank, N.A., PennyMac Corp. and Credit Suisse First Boston Mortgage Capital LLC |
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10.2 |
Series 2018-FT1 Indenture Supplement, dated as of April 25, 2018, to Base Indenture dated as of December 20, 2017, by and among PMT ISSUER TRUST – FMSR, Citibank, N.A., PennyMac Corp. and Credit Suisse First Boston Mortgage Capital LLC |
EXHIBIT INDEX
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ExhibitNo. |
Description |
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10.1 |
Amendment No. 1, dated as of April 25, 2018, to the Base Indenture dated as of December 20, 2017, by and among PMT ISSUER TRUST – FMSR, Citibank, N.A., PennyMac Corp. and Credit Suisse First Boston Mortgage Capital LLC |
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10.2 |
Series 2018-FT1 Indenture Supplement, dated as of April 25, 2018, to Base Indenture dated as of December 20, 2017, by and among PMT ISSUER TRUST – FMSR, Citibank, N.A., PennyMac Corp. and Credit Suisse First Boston Mortgage Capital LLC |
PennyMac Mortgage Investment Trust ExhibitEX-10.1 2 pmt-ex101_6.htm EX-10.1 pmt-ex101_6.htm Exhibit 10.1EXECUTION COPY PMT ISSUER TRUST – FMSR,…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.