PENNYMAC MORTGAGE INVESTMENT TRUST
27001 AGOURA ROAD, THIRD FLOOR
CALABASAS, CALIFORNIA 91301
VIA EDGAR AND FACSIMILE
Thomas Kluck
Division of Corporation Finance
Securities and Exchange Commission
Washington, D.C. 20549
July 28, 2009
Re: PennyMac Mortgage Investment Trust (the “Registrant”)
Registration Statement on Form S-11 (File No. 333-159460)
Dear Mr. Kluck:
Pursuant to Rule 461 and Rule 430A under the Securities Act of 1933, as amended, the Registrant hereby requests acceleration of the registration statement on Form S-11 (File No. 333-159460), at 4:00 p.m. Eastern Time on July 29, 2009, or as soon as practicable thereafter. By separate letter, the underwriters of the issuance of the securities being registered have joined in this request for acceleration.
In connection with this request, the Registrant acknowledges that:
(1) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
(2) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
(3) the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
| Very truly yours, | ||
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| PennyMac Mortgage Investment Trust | ||
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| By: | /s/ Anne D. McCallion | |
| Name: | Anne D. McCallion | |
| Title: | Chief Financial Officer and Treasurer | |
| Global Markets & Investment Banking |
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| One Bryant Park |
| New York, New York 10036 |
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| 646-855-6765 |
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| July 28, 2009 |
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: |
| PennyMac Mortgage Investment Trust |
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| Registration Statement No. 333-159460 |
Gentlemen:
We hereby join the company in requesting that the effective date for the registration statement referred to above be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on July 29, 2009, or as soon thereafter as possible, pursuant to Rule 430A.
The underwriters of the above issue were advised by invitation wire and in subsequent underwriting papers that they must comply with the provisions of SEC Release No. 33- 4968 of the 1933 Act and Rule 15c2-8 under the 1934 Act. Copies of the preliminary prospectus have been or will be made available in sufficient time for distribution to all prospective purchasers no less than 48 hours prior to the time it is expected confirmations will be mailed. The undersigned, as joint-lead managers, have and will, and each underwriter and each dealer has advised the undersigned that it has and will comply with Release No. 33-4968 of the 1933 Act and Rule 15c2-8 under the 1934 Act.
In connection with the foregoing and pursuant to Rule 460 please be advised that the undersigned have effected approximately the following distribution of copies of the Preliminary Prospectus dated July 16, 2009.
N.Y.S.E. |
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Financial Services and Publications |
| 10 |
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FINRA |
| 5 |
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Underwriters |
| 5,290 |
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Dealers |
| 32 |
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Individuals & Corporations |
| 1,097 |
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MLPF&S Inc. Branch Offices |
| 2,013 |
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| 8,448 | Copies |
| Very truly yours, |
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| MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED CREDIT SUISSE SECURITIES (USA) LLC |
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| DEUTSCHE BANK SECURITIES INC. |
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| As Representatives |
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| BY: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED |
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| By: | /s/ Palma Mazzolla |
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| Palma Mazzolla |
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| Authorized Signatory |
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