| Item 1.01 | Entry into a Material Definitive Agreement. |
PennyMac Mortgage Investment Trust (the “Company”), as guarantor, and its subsidiary PennyMac Corp. (“PMC”), as seller, entered into Joint Amendment No. 1 to the Series 2017-VF1 Repurchase Agreement and Amendment No. 2 to the Pricing Side Letter (“VF1 Amendment”) on August 4, 2020 with Credit Suisse First Boston Mortgage Capital LLC, as administrative agent (the “Administrative Agent”), and Credit Suisse AG, Cayman Islands Branch (“CSCIB”) and Citibank, N.A. (“Citi”), as syndicated buyers (together, the “Syndicated Buyers”). In addition, the Company entered into Amendment No. 2 to the Series 2017-VF1 Indenture Supplement (“Indenture Supplement Amendment” and together with the VF1 Amendment, “FMSR VF1 Amendments”) by and among the Company’s indirect subsidiary PMT ISSUER TRUST—FMSR, as issuer, Citibank N.A., as indenture trustee (“Indenture Trustee”), PMC, as servicer and administrator, and the Administrative Agent. The FMSR VF1 Amendments are part of a structured finance transaction (“PMT MSR Facility”), pursuant to which PMC finances its Fannie Mae mortgage servicing rights (“MSRs”) through the issuance of a Series 2017-VF1 Note (“VFN”) that is secured by the MSRs and sold to the Syndicated Buyers under an agreement to repurchase. The primary purposes of the FMSR VF1 Amendments are to (a) increase the committed borrowing capacity to $700 million (with each Syndicated Buyer committing to a pro rata $350 million share and CSCIB committing to an additional $25 million) and (b) extend the VFN termination date to August 3, 2021.
The foregoing description of the FMSRVF1 Amendments do not purport to be complete and are qualified in their entirety by reference to the following: (i) the full text of the FMSRVF1 Amendments, 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 PMT MSR Facility in the Company’s Current Report on Form 8-K as filed with the SEC on December 20, 2017, including the full text of the Master Repurchase Agreement and Base Indenture attached thereto as Exhibit 10.7 and Exhibit 10.1, respectively; (iii) the description of the Amended Base Indenture in the Company’s Current Report on Form 8-K as filed with the SEC on April 30, 2018, including the full text of the Amended Base Indenture attached thereto as Exhibit 10.1; (iv) the description of the Amended and Restated Master Repurchase Agreement and Indenture Supplement in the Company’s Current Report on Form 8-K as filed with the SEC on July 6, 2018, including the full text of the Amended and Restated Master Repurchase Agreement, Indenture Supplement and guaranty attached thereto as Exhibit 10.1, Exhibit 10.3 and Exhibit 10.2, respectively; (v) the description of the Amended Base Indenture in the Company’s Current Report on Form 8-K as filed with the SEC on April 30, 2018, including the full text of the Amended Base Indenture attached thereto as Exhibit 10.1; (vi) the Amended Base Indenture in the Company’s Periodic Report on Form 10-Q as filed with the SEC on August 7, 2020, including the full text of the Amended Base Indenture attached thereto as Exhibit 10.7; and (vii) the full text of all other amendments to the foregoing 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.
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Exhibit
No. | | Description |
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| 10.1 | | Joint Amendment No. 1 to the Series 2017-VF1 Repurchase Agreement and Amendment No. 2 to the Pricing Side Letter, dated as of August 4, 2020, by and among PennyMac Mortgage Investment Trust, PennyMac Corp., Credit Suisse First Boston Mortgage Capital LLC, and Credit Suisse AG, Cayman Islands Branch and Citibank, N.A. |
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| 10.2 | | Amendment No. 2 to the Series 2017-VF1 Indenture Supplement, dated as of August 4, 2020, by and among PMT ISSUER TRUST-FMSR, Citibank, N.A., PennyMac Corp. and Credit Suisse First Boston Mortgage Capital LLC. |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
