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): June 8, 2018

 

PennyMac Mortgage Investment Trust

 (Exact name of registrant as specified in its charter)

 

 

 

(818) 224‑7442

(Registrant’s telephone number, including area code)

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company 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. ☐

 

 

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Item 1.01    Entry into a Material Definitive Agreement.

 

Repurchase Agreements with Citibank, N.A.

 

On June 8, 2018, PennyMac Mortgage Investment Trust (the “Company”), through three of its wholly-owned subsidiaries, PennyMac Corp. (“PMC”), PennyMac Holdings, LLC (“PMH”), and PennyMac Operating Partnership, L.P. (“POP”), entered into amendments (collectively, the “Repurchase Amendments”) to (i) its amended and restated master repurchase agreement, dated as of March 3, 2017, by and among Citibank, N.A. (“Citibank”), PMC, PMH and PennyMac Loan Services, LLC (“PLS”) (the “NPL Repurchase Agreement”); and (ii) its amended and restated master repurchase agreement, dated as of March 3, 2017, by and among Citibank, PMC, POP and PLS (the “Loan Repo Facility” and, together with the NPL Repurchase Agreement, the “Repurchase Agreements”).

 

Pursuant to the terms of the Repurchase Agreements, PMC, PMH or POP, as applicable, may sell to, and later repurchase from, Citibank certain residential mortgage loans. The NPL Repurchase Agreement is used by PMC and PMH to fund distressed mortgage loans. The Loan Repo Facility is used by PMC and POP to fund newly originated mortgage loans that PMC purchases from correspondent sellers and holds pending sale and/or securitization.  The obligations of PMC, PMH and/or POP under the Repurchase Agreements are joint and several and fully guaranteed by the Company. The mortgage loans are subserviced by PLS, a subsidiary of PennyMac Financial Services, Inc. (NYSE: PFSI).

 

Under the terms of the Repurchase Amendments, the termination date in each Repurchase Agreement was extended to June 7, 2019. In addition, the maximum aggregate purchase price provided for in each Repurchase Agreement was increased from $700 million to $900 million and the committed portion of each such amount was increased from $450 million to $650 million, in each case reduced by the aggregate outstanding purchase price under the other Repurchase Agreement and the aggregate outstanding purchase price under that certain Second Amended and Restated Loan and Security Agreement, dated as of March 24, 2017, as amended, by and among PMC and PMH, as borrowers, and Citibank, as lender (the “Citi Loan Agreement”).  The uncommitted amount under each Repurchase Agreement remains unchanged at $250 million, in each case reduced by the aggregate outstanding purchase price outstanding and attributable to the uncommitted amount under the other Repurchase Agreement. The committed amount under the Citi Loan Agreement remains unchanged at $200 million.  

 

The Company, through PMC, PMH and/or POP, is required to pay Citibank certain fees and out of pocket expenses associated with the preparation of the Repurchase Amendments.  All other terms and conditions of the Repurchase Agreements remain the same in all material respects.

 

The foregoing descriptions of the Repurchase Amendments do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which have been filed with this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively.

 

The foregoing descriptions of the NPL 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 NPL Repurchase Agreement, which was filed with the Securities and Exchange Commission (the “SEC”) as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 8, 2017; (ii) the full text of the related guaranty, which was filed as Exhibit 1.2 to the Company’s Current Report on Form 8-K filed on December 15, 2010; and (iii) the full text of any amendments to the NPL Repurchase Agreement filed thereafter.

 

The foregoing descriptions of the Loan Repo Facility 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 Loan Repo Facility, which was filed with the SEC as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 8, 2017; (ii) the full text of the related guaranty, which was filed as Exhibit 1.2 to the Company’s Current Report on Form 8-K filed on May 30, 2012; and (iii) the full text of any amendments to the Loan Repo Facility filed thereafter.

 

The foregoing description of the Citi Loan Agreement does not purport to be complete and is qualified in its entirety by reference to (i) the full text of the Citi Loan Agreement, which was filed with the SEC as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 30, 2017; and (ii) the full text of any amendments to the Citi Loan Agreement filed thereafter.

 

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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 report is incorporated herein by reference.  

 

 

Item 9.01    Financial Statements and Exhibits.

 

(d)  Exhibits.

 

 

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EXHIBIT INDEX

 

 

 

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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.

 

 

 

 

 

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Exhibit 10.1
EXECUTION VERSION

to the

AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

Dated as of March 3, 2017,

by and among

PENNYMAC LOAN SERVICES, LLC,

PENNYMAC HOLDINGS, LLC,
PENNYMAC CORP.

and

CITIBANK, N.A.

 

This AMENDMENT NUMBER FIVE (this “Amendment Number Five”) is made this 8th day of June, 2018, by and among PENNYMAC CORP. (“PMAC”), PENNYMAC HOLDINGS, LLC (together with PMAC, each a “Seller” and collectively, the “Sellers”), PENNYMAC LOAN SERVICES, LLC (“Servicer”) and CITIBANK, N.A. (“Buyer”), to the Amended and Restated Master Repurchase Agreement, dated as of March 3, 2017, by and among Sellers, Servicer and Buyer, as such agreement may be amended from time to time (the “Agreement”).  Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

RECITALS

WHEREAS, Sellers, Servicer and Buyer have agreed to amend the Agreement as more specifically set forth herein; and

WHEREAS, as of the date hereof, Sellers and Servicer represent to Buyer that the Seller Parties and Servicer are in full compliance with all of the terms and conditions of the Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Program Document.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the mutual covenants herein contained, the parties hereto hereby agree as follows:

Section 1.Amendments. Effective as of June 8, 2018 (the “Amendment Effective Date”), the Agreement is hereby amended as follows:

(a)Section 2 of the Agreement is hereby amended by deleting the definition of “Committed Amount” in its entirety and replacing it with the following:

“Committed Amount” shall mean an amount equal to (i) $650,000,000; reduced by the sum of (ii) (a) the aggregate outstanding Purchase Price (as such term is defined in the PMAC Agency Repurchase Agreement) of all Loans (as such term is defined in the PMAC Agency Repurchase Agreement) then subject to outstanding Transactions (as such term is defined in the PMAC Agency Repurchase Agreement) under the PMAC Agency Repurchase Agreement and (b) (1) prior to the VFN Closing Date, the Outstanding Aggregate Loan Amount (as such term is defined in the Bilateral MSR Loan Agreement) or (2) on and after the VFN Closing Date,  Buyer's Pro Rata Share of the aggregate outstanding Purchase Price (as such terms are defined in the VFN Repurchase Agreement) for all Transactions (as such term is defined in the VFN Repurchase Agreement) under the VFN Repurchase Agreement.

 

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(b)Section 2 of the Agreement is hereby amended by deleting the definition of “Termination Date” in its entirety and replacing it with the following:

“Termination Date” shall mean June 7, 2019, or such earlier date on which this Agreement shall terminate in accordance with the provisions hereof or by operation of law.

(c)Section 2 of the Agreement is hereby amended by adding the following definitions in the appropriate alphabetical order:

“Bilateral MSR Loan Agreement” shall mean that certain Second Amended and Restated Loan and Security Agreement, dated as of March 24, 2017, by and among PENNYMAC HOLDINGS, LLC, as a borrower, PENNYMAC CORP., as a borrower and Lender, as such agreement may be amended from time to time.

“Renewal Date” shall mean June 8, 2018.

“VFN Closing Date” shall mean date on which the VFN Repurchase Agreement closes and the Bilateral MSR Loan Agreement terminates.  

“VFN Repurchase Agreement” shall mean that certain Amended and Restated Master Repurchase Agreement, among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as administrative agent, the Buyers (as defined therein) from time to time party thereto, and PENNYMAC CORP., as seller, as such agreement may be amended from time to time.  

(d)Section 2 of the Agreement is hereby amended by restated the definition of "Uncommitted Amount" as follows:

“Uncommitted Amount” shall mean an amount equal to (i) $250,000,000 reduced by (ii) the Uncommitted Amount (as such term is defined in the PMAC Agency Repurchase Agreement) of all Loans (as such term is defined in the PMAC Agency Repurchase Agreement) then subject to outstanding Transactions (as such term is defined in the PMAC Agency Repurchase Agreement) under the PMAC Agency Repurchase Agreement.

(e)Section 4(c) of the Agreement is hereby amended by deleting the section in its entirety and replacing it with the following:

Seller agrees to pay to Buyer the Commitment Fee, such payment to be made in Dollars, in immediately available funds, without deduction, set off or counterclaim, to Buyer in twelve (12) equal installments, each of which shall be equal to the Commitment Fee Installment Amount.  The Commitment Fee is and shall be deemed to be fully earned and non-refundable when paid.  The first installment of the Commitment Fee shall be payable on or prior to Renewal Date and each subsequent installment shall be payable on or prior to the 15th day of each succeeding month (or in each case if such date is not a Business Day, the preceding Business Day).  Buyer may, in its sole discretion, net all or any portion of Commitment Fee from the proceeds of any Purchase Price paid to any Seller.   In the event that the Termination Date is accelerated to a date which is prior to the payment in full of all installments of the Commitment Fee, any unpaid installments of the Commitment Fee shall be payable on the Termination Date.

Section 2.Effectiveness.  This Amendment Number Five shall become effective as of the date that Buyer shall have received counterparts of this Amendment Number Five duly executed by each of the parties hereto.

 

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Section 3.Fees and Expenses.  Sellers agree to pay to Buyer all reasonable out of pocket costs and expenses incurred by Buyer in connection with this Amendment Number Five (including all reasonable fees and out of pocket costs and expenses of the Buyer’s legal counsel) in accordance with Sections 23 and 25 of the Agreement.

Section 4.Representations.  Sellers and Servicer hereby represent to Buyer that as of the date hereof, the Seller Parties and Servicer are in full compliance with all of the terms and conditions of the Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Program Document.

Section 5.Binding Effect; Governing Law.  This Amendment Number Five shall be binding and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  THIS AMENDMENT NUMBER FIVE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL GOVERN).

Section 6.Counterparts.  This Amendment Number Five may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

Section 7.Limited Effect.  Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms.  Reference to this Amendment Number Five need not be made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby.

[Signature Page Follows]

 

 

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IN WITNESS WHEREOF, Sellers, Servicer and Buyer have caused this Amendment Number Five to be executed and delivered by their duly authorized officers as of the Amendment Effective Date.

 

 

 

PENNYMAC CORP.,

(Seller)

 

By:  /s/ Pamela Marsh

Name: Pamela Marsh

Title: Managing Director, Treasurer

 

PENNYMAC HOLDINGS, LLC,

(Seller)

 

By:/s/ Pamela Marsh

Name: Pamela Marsh

Title: Managing Director, Treasurer

 

PENNYMAC LOAN SERVICES, LLC,

(Servicer)

 

By:/s/ Pamela Marsh

Name: Pamela Marsh

Title: Managing Director, Treasurer

 

CITIBANK, N.A.

(Buyer and Agent, as applicable)

 

 

By:  /s/ Susan Mills

Name:  Susan Mills

Title:    Vice President

Citibank, N.A.

 

 

 

Amendment Number Five to Amended and Restated Master Repurchase Agreement NPL

 

 

Exhibit 10.2

EXECUTION VERSION

 

to the

AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

Dated as of March 3, 2017,

by and among

CITIBANK, N.A.

PENNYMAC CORP.

and

PENNYMAC LOAN SERVICES, LLC,

 

This AMENDMENT NUMBER FIVE (this “Amendment Number Five”) is made this 8th day of June, 2018, by and among CITIBANK, N.A. as buyer and agent (“Buyer” and “Agent,” as the case may be), PENNYMAC CORP., a Delaware corporation, as seller, PennyMac Operating Partnership, L.P., a Delaware limited partnership (“POP” and together with PennyMac Corp., a “Seller” and jointly and severally, the “Sellers”), and PENNYMAC LOAN SERVICES, LLC (“Servicer”) to the Amended and Restated Master Repurchase Agreement, dated as of March 3, 2017, by and among Buyer, PennyMac Corp. and Servicer, as such agreement may be amended from time to time (the “Agreement”).  Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

RECITALS

WHEREAS, Seller and Buyer have agreed to amend the Agreement as more specifically set forth herein; and

WHEREAS, as of the date hereof, Sellers and Servicer represent to Buyer that Seller Parties and Servicer are in full compliance with all of the terms and conditions of the Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Program Document.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the mutual covenants herein contained, the parties hereto hereby agree as follows:

Section 1.Amendments.  Effective as of June 8, 2018 (the “Amendment Effective Date”), the Agreement is hereby amended as follows:

(a)Section 2 of the Agreement is hereby amended by deleting the definition of “Committed Amount” in its entirety and replacing it with the following:

“Committed Amount” shall mean an amount equal to (i) $650,000,000; reduced by the sum of (ii) (a) the aggregate outstanding Purchase Price (as such term is defined in the NPL Repurchase Agreement) of all Loans (as such term is defined in the NPL Repurchase Agreement) then subject to outstanding Transactions (as such term is defined in the NPL Repurchase Agreement) under the NPL Repurchase Agreement and (b) (1) prior to the VFN Closing Date, the Outstanding Aggregate Loan Amount (as such term is defined in the Bilateral MSR Loan Agreement) or (2) on and after the VFN Closing Date,  Buyer's Pro Rata Share of the aggregate outstanding Purchase Price (as such terms are defined in the VFN Repurchase Agreement) for all Transactions (as such term is defined in the VFN Repurchase Agreement) under the VFN Repurchase Agreement.

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(b)Section 2 of the Agreement is hereby amended by deleting the definition of “Termination Date” in its entirety and replacing it with the following:

“Termination Date” shall mean June 7, 2019, or such earlier date on which this Agreement shall terminate in accordance with the provisions hereof or by operation of law.

 

(c)Section 2 of the Agreement is hereby amended by adding the following definitions in the appropriate alphabetical order:

“Bilateral MSR Loan Agreement” shall mean that certain Second Amended and Restated Loan and Security Agreement, dated as of March 24, 2017, by and among PENNYMAC HOLDINGS, LLC, as a borrower, PENNYMAC CORP., as a borrower  and Lender, as such agreement may be amended from time to time.

 

“VFN Closing Date” shall mean date on which the VFN Repurchase Agreement closes and the Bilateral MSR Loan Agreement terminates.  

 

“VFN Repurchase Agreement” shall mean that certain Amended and Restated Master Repurchase Agreement, among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as administrative agent, the Buyers (as defined therein) from time to time party thereto, and PENNYMAC CORP., as seller, as such agreement may be amended from time to time.  

 

(d)The defined term “Uncommitted Amount” in Section 2 of the Agreement is hereby restated to read in its entirety as follows:

 

“Uncommitted Amount” shall mean an amount equal to (i) $250,000,000 reduced by (ii) the Uncommitted Amount (as such term is defined in the NPL Repurchase Agreement) of all Loans (as such term is defined in the NPL Repurchase Agreement) then subject to outstanding Transactions (as such term is defined in the NPL Repurchase Agreement) under the NPL Repurchase Agreement.

 

(e)Schedule 1, Part I of the Agreement is hereby amended by deleting clauses (s) and (ppp) in their entirety and replacing them with the following:

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Section 2.Effectiveness.  This Amendment Number Five shall become effective as of the date that the Buyer shall have received:

(a)  counterparts of this Amendment Number Five duly executed by each of the parties hereto; and

(b) counterparts of that certain Amendment Number Five to the Pricing Side Letter, dated as of the date hereof, duly executed by each of the parties thereto.

Section 3.Fees and Expenses.  Seller agrees to pay to Buyer all reasonable out of pocket costs and expenses incurred by Buyer in connection with this Amendment Number Five (including all reasonable fees and out of pocket costs and expenses of Buyer’s legal counsel) in accordance with Sections 23 and 25 of the Agreement.

 

Section 4.Representations.  Seller and Servicer hereby represent to Buyer and Agent that as of the date hereof, Seller Parties and Servicer are in full compliance with all of the terms and conditions of the Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Program Document.

Section 5.Binding Effect; Governing Law.  This Amendment Number Five shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  THIS AMENDMENT NUMBER FIVE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL GOVERN).

Section 6.Counterparts.  This Amendment Number Five may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

Section 7.Limited Effect.  Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms.  Reference to this Amendment Number Five need not be made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby.

[Signature Page Follows]

 

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IN WITNESS WHEREOF, Sellers, Servicer and Buyer have caused this Amendment Number Five to be executed and delivered by their duly authorized officers as of the Amendment Effective Date.

 

 

CITIBANK, N.A.

(Buyer and Agent, as applicable)

 

 

By:  /s/ Susan Mills

Name:  Susan Mills

Title:    Vice President

             Citibank, N.A.

 

PENNYMAC CORP.,

(Seller)

 

 

By:  /s/ Pamela Marsh

Name: Pamela Marsh

Title: Managing Director, Treasurer

 

 

PENNYMAC OPERATING PARTNERSHIP, L.P. (Seller)

 

By:  PennyMac GP OP, Inc., its General Partner

 

 

By:  /s/ Pamela Marsh

Name: Pamela Marsh

Title: Managing Director, Treasurer

 

Address for Notices:

 

3043 Townsgate Road

Westlake Village, California 91361

Attention: Pamela Marsh/Richard Hetzel

Phone Number: (805) 330-6059/(805) 254-6088

E-mail: [email protected];

[email protected]

 

PENNYMAC LOAN SERVICES, LLC,

(Servicer)

 

 

By:  /s/ Pamela Marsh

Name: Pamela Marsh

Title: Managing Director, Treasurer

Amendment Number Five to Amended and Restated Master Repurchase Agreement PMAC-Agency

 

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