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): July 27, 2015

 

PennyMac Mortgage Investment Trust

 (Exact name of registrant as specified in its charter)

 

Maryland 001-34416 27-0186273
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

 

6101 Condor Drive, Moorpark, California 93021
(Address of principal executive offices) (Zip Code)

 

(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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On July 27, 2015, PennyMac Mortgage Investment Trust (the “Company”), through its wholly-owned subsidiary, PennyMac Corp. (“PMC”), entered into an amendment to its master repurchase agreement, dated November 20, 2012, by and among Morgan Stanley Bank, N.A. (“Morgan Stanley”), on the one hand, and PMC, on the other hand (the “Repurchase Agreement”).

 

Pursuant to the terms of the Repurchase Agreement, PMC may sell, and later repurchase, newly originated mortgage loans. The Repurchase Agreement is generally used to fund newly originated mortgage loans that are purchased from correspondent lenders by PMC and held for sale and/or securitization. The obligations of PMC are fully guaranteed by the Company.

 

Under the terms of the amendment, the maximum aggregate purchase price provided for in the Repurchase Agreement was temporarily increased from $300 million to $400 million, until December 1, 2015, with such $100 million increase on an uncommitted basis.

 

The Company, through PMC, is required to pay Morgan Stanley certain costs and expenses associated with the preparation of the amendment. All other terms and conditions of the Repurchase Agreement remain the same in all material respects.

 

The foregoing description of the Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment, which has been filed with this Current Report on Form 8-K as Exhibit 10.1, and the full text of the Repurchase Agreement, which was filed as Exhibit 1.1 to the Registrant’s Current Report on Form 8-K as filed with the SEC on November 26, 2012, and any amendments to the Repurchase Agreement filed thereafter.

 

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 in Item 1.01 of this report 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, dated as of July 27, 2015, among PennyMac Corp., Morgan Stanley Bank, N.A. and Morgan Stanley Mortgage Capital Holdings LLC

 

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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.

 

  PENNYMAC MORTGAGE INVESTMENT TRUST
   
Dated: July 30, 2015 By: /s/ Anne D. McCallion
    Anne D. McCallion
Chief Financial Officer

 

 

 

 

 

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EXHIBIT INDEX

 

 

Exhibit No. Description
   
10.1 Amendment Number Six to the Master Repurchase Agreement, dated as of July 27, 2015, among PennyMac Corp., Morgan Stanley Bank, N.A. and Morgan Stanley Mortgage Capital Holdings LLC

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Exhibit 10.1

 

AMENDMENT NUMBER SIX

to the

MASTER REPURCHASE AGREEMENT

Dated as of November 20, 2012,

among

PENNYMAC CORP.,

MORGAN STANLEY BANK. N.A.

and

MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC

 

 

This AMENDMENT NUMBER SIX (this “ Amendment Number Six ”) is made this 27 th day of July, 2015, among PENNYMAC CORP., a Delaware corporation, as seller (“ Seller ”), MORGAN STANLEY BANK, N.A., a national banking association, as buyer (“ Buyer ”) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company, as agent for Buyer (“ Agent ”), to the Master Repurchase Agreement, dated as of November 20, 2012, between Seller and Buyer, as such agreement may be amended from time to time (the “ Agreement ”).

 

RECITALS

 

WHEREAS, Seller, Buyer and Agent have agreed to amend the Agreement to make certain modifications thereto, each as more specifically set forth herein; and

 

WHEREAS, as of the date hereof, Seller represents to Buyer and Agent that Seller is 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 July 27, 2015 (the “ Amendment Effective Date ”),

 

(a)            Section 5.02 of the Agreement is hereby amended by adding a new Subsection (o) thereto immediately following Subsection (n) thereto to read in its entirety as follows:

 

(o)          Servicer shall have a servicer rating of not lower than SQ4+ by Moody's or Average by S&P.

 

(b)          Section 8(u) of the Agreement is hereby amended to read in its entirety as follows:

 

(u)          [Reserved]; or

 

Section 2.          Defined Terms . Any terms capitalized but not otherwise defined herein shall have the respective meanings set forth in the Agreement.

 

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Section 3.          Effectiveness . This Amendment Number Six shall become effective as of the date that the Agent shall have received:

 

(a)          counterparts hereof duly executed by each of the parties hereto, and

 

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

 

Section 4.          Fees and Expenses . Seller agrees to pay to Buyer and Agent all reasonable out of pocket costs and expenses incurred by Buyer or Agent in connection with this Amendment Number Six (including all reasonable fees and out of pocket costs and expenses of Buyer’s or Agent’s legal counsel) in accordance with Section 13.04 and 13.06 of the Agreement.

 

Section 5.          Representations . Seller hereby represents to Buyer and Agent that as of the date hereof and taking into account the terms of this Amendment Number Six, Seller is 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 6.          Binding Effect; Governing Law . This Amendment Number Six shall be binding and inure to the benefit of the parties hereto and their respective successors and permitted assigns. THIS AMENDMENT NUMBER SIX 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 SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL GOVERN).

 

Section 7.          Counterparts . This Amendment Number Six 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 8.          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 Six 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, Seller, Buyer and Agent have caused this Amendment Number Six 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: Executive Vice President, Treasurer

 

 

MORGAN STANLEY BANK, N.A.

(Buyer)

 

 

By: /s/ Geoffrey Kott

Name: Geoffrey Kott

Title: Authorized Signatory

 

 

MORGAN STANLEY MORTGAGE CAPITAL

HOLDINGS LLC

(Agent)

 

 

By: /s/ Christopher Schmidt

Name: Christopher Schmidt

Title: Vice President

 

 

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