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): September 1, 2017
PennyMac Financial Services, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware |
001-35916 |
80-0882793 |
|
(State or other jurisdiction |
(Commission |
(IRS Employer |
|
of incorporation) |
File Number) |
Identification No.) |
|
|
|
|
3043 Townsgate Road, Westlake Village, California |
91361 |
|
(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:
☐ 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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On September 1, 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 an amendment (the “BANA Participation Amendment”) to the terms of its Mortgage Loan Participation Purchase and Sale Agreement, dated August 13, 2014, by and among Bank of America, N.A. (“BANA”), on the one hand, and PLS, as seller, and PNMAC, as guarantor, on the other hand (the “BANA Participation Agreement”). The obligations of PLS under the BANA Participation Agreement are fully guaranteed by PNMAC and the mortgage loans are serviced by PLS.
Pursuant to the terms of the BANA Participation Agreement, PLS may sell to BANA participation certificates, each representing an undivided beneficial ownership interest in a pool of mortgage loans that have been pooled with Fannie Mae, Freddie Mac or Ginnie Mae and are pending securitization. In connection with its sale of any participation certificate, PLS also assigns to BANA a take-out commitment, which evidences PLS’ right to sell to a third-party investor the security backed by the mortgage loans underlying the related participation certificate.
Pursuant to the BANA Participation Amendment, BANA agreed to increase the aggregate transaction limit of purchase prices for participation certificates owned by BANA from $250 million to $550 million plus the amount of any temporary increase agreed to by BANA for so long as such temporary increase is in effect. The BANA Participation Agreement is set to expire on May 25, 2018. All other terms and conditions of the BANA Participation Agreement remain the same in all material respects.
The Company, through PLS, is required to pay BANA a facility fee relating to the BANA Participation Amendment, as well as all reasonable fees and out-of-pocket expenses incurred by BANA in connection with the preparation of the BANA Participation Amendment.
The foregoing descriptions of the BANA Participation Amendment, the BANA Participation 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 Participation Amendment, which has been filed with this Current Report on Form 8-K as Exhibit 10.1; (ii) the descriptions of the BANA Participation Agreement and the related guaranty in Item 5 of the Company’s Quarterly Report on Form 10-Q as filed on August 14, 2014; (iii) the full text of the BANA Participation Agreement and the related guaranty attached thereto as Exhibits 10.72 and 10.73, respectively; and (iv) the full text of any amendments to the BANA Participation Agreement filed thereafter with the SEC.
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 Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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 FINANCIAL SERVICES, INC. |
|
|
|
|
|
|
|
|
|
|
Dated: September 8, 2017 |
/s/ Andrew S. Chang |
|
|
Andrew S. Chang Senior Managing Director and Chief Financial Officer |
|
|
|
Exhibit 10.1
EXECUTION
AMENDMENT NO. 6
TO MORTGAGE LOAN PARTICIPATION PURCHASE AND SALE AGREEMENT
Amendment No. 6 to Mortgage Loan Participation Purchase and Sale Agreement, dated as of September 1, 2017 (this “ Amendment ”), by and among Bank of America, N.A. (“ Purchaser ”), PennyMac Loan Services, LLC (“ Seller ”) and Private National Mortgage Acceptance Company, LLC (“ Guarantor ”).
RECITALS
Purchaser, Guarantor and Seller are parties to that certain Mortgage Loan Participation Purchase And Sale Agreement, dated as of August 13, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “ Existing MLPSA ”; and as further amended by this Amendment, the “ MLPSA ”). The Guarantor is a party to that certain Amended and Restated Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the “ Guaranty ”), dated as of August 13, 2014, made by Guarantor in favor of Purchaser.
Purchaser, Seller and Guarantor have agreed, subject to the terms and conditions of this Amendment, that the Existing MLPSA be amended to reflect certain agreed upon revisions to the terms of the Existing MLPSA. As a condition precedent to amending the Existing MLPSA, Purchaser has required Guarantor to ratify and affirm the Guaranty on the date hereof.
Accordingly, Purchaser, Seller and Guarantor hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing MLPSA is hereby amended as follows:
|
|
Section 1. Definitions . Section 1 of the Existing MLPSA is hereby amended by deleting the definition of “ Aggregate Transaction Limit ” in its entirety and replacing it with the following: |
“ Aggregate Transaction Limit ”: The sum of (x) $550,000,000 plus (y) the amount of any Temporary Increase agreed to by Purchaser for so long as such Temporary Increase is in effect.
|
|
Section 2. Fees and Expenses . Seller hereby agrees to pay to Purchaser, on demand, any and all reasonable fees, costs and expenses (including reasonable fees and expenses of counsel) incurred by Purchaser in connection with the development, preparation and execution of this Amendment, irrespective of whether any transactions hereunder are executed. |
|
|
Section 3. Conditions Precedent . This Amendment shall become effective as of the date hereof (the “ Amendment Effective Date ”), subject to the satisfaction of the following conditions precedent: |
|
|
3.1 Delivered Documents . On the Amendment Effective Date, the Purchaser shall have received this Amendment, executed and delivered by a duly authorized officer of Purchaser, Seller and Guarantor. |
|
|
3.2 Facility Fee . Seller shall have paid to Purchaser in immediately available funds that portion of the Facility Fee due and payable in connection with the increase on the Amendment Effective Date. |
|
|
Section 4. Limited Effect . Except as expressly amended and modified by this Amendment, the Existing MLPSA shall continue to be, and shall remain, in full force and effect in accordance with its terms. |
|
|
Section 5. Counterparts . This Amendment 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. Delivery of an executed counterpart of a signature page of this Amendment in Portable Document Format (PDF) or by facsimile shall be effective as delivery of a manually executed original counterpart of this Amendment. |
|
|
Section 6. Severability . Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. |
|
|
Section 7. GOVERNING LAW . THE AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. |
|
|
Section 8. Reaffirmation of Guaranty . The Guarantor hereby (i) agrees that the liability of Guarantor or rights of Purchaser under the Guaranty shall not be affected as a result of this Amendment, (ii) ratifies and affirms all of the terms, covenants, conditions and obligations of the Guaranty and (iii) acknowledges and agrees that such Guaranty is and shall continue to be in full force and effect. |
[SIGNATURE PAGE FOLLOWS]
2
IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.
|
|
Bank of America, N.A ., as Purchaser |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Adam Robitshek |
|
|
|
Name: |
Adam Robitshek |
|
|
|
Title: |
Vice President |
|
|
|
|
|
|
|
|
PENNYMAC LOAN SERVICES, LLC , as |
||
|
|
Seller |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Andrew S. Chang |
|
|
|
Name: |
Andrew Chang |
|
|
|
Title: |
Senior Managing Director and |
|
|
|
|
Chief Financial Officer |
|
|
|
PRIVATE NATIONAL MORTGAGE |
||
|
|
ACCEPTANCE COMPANY, LLC , as |
||
|
|
Guarantor |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Andrew S. Chang |
|
|
|
Name: |
Andrew Chang |
|
|
|
Title: |
Senior Managing Director and |
|
|
|
|
Chief Financial Officer |
|
Signature Page to Amendment No. 6 to Mortgage Loan Participation Purchase and Sale Agreement