| Item 1.01. | Entry into a Material Definitive Agreement. |
On March 15, 2024, PennyMac Mortgage Investment Trust (the “Company”), through four of its indirect, wholly owned subsidiaries, PMT ISSUER TRUST—FMSR (“Issuer Trust”), PMT CO-ISSUER TRUST I—FMSR (“Co-Issuer Trust”), PennyMac Corp. (“PMC”), and PennyMac Holdings, LLC, (“PMH”) entered into a Series 2024-VF1 Note with Goldman Sachs Bank, USA (“Goldman”), as part of the structured finance transaction that PMC uses to finance Fannie Mae mortgage servicing rights and related excess servicing spread and servicing advance receivables. The Company entered into (i) Series 2024-VF1 Indenture Supplement, dated March 15, 2024, by and among Issuer Trust, Co-Issuer Trust, Citibank, N.A., PMC, PMH, and Goldman, and (ii) Master Repurchase Agreement, dated as of March 15, 2024, among PMC FMSR VFN Funding, LLC, PMH FMSR VFN Funding, LLC, PMC, PMH, the buyers from time-to-time party thereto, and Goldman (“Series 2024-VF1 Note”). The initial 2-year term of the Series 2024-VF1 Note is set to expire on March 15, 2026, at which point the Series 2024-VF1 Note amortizes over 12 months prior to termination.
The maximum principal balance of the Series 2024-VF1 Note is $2 billion and the aggregate committed amount is $375 million. The Series 2024-VF1 Note is pari passu with the other variable funding notes, term notes, and term loans previously issued as part of the structured finance transaction.
The Company, PMC and PMH also entered a Series 2024-VF1 Guaranty to guarantee PMC FMSR VFN Funding, LLC, and PMH FMSR VFN Funding, LLC performance under the Series 2024-VF1 Repurchase Agreement (“Guaranty”).
The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the other descriptions and the full text of the agreements and amendments in the following: (i) the Indenture Supplement, Series 2024-VF1 Note and Guaranty, which have been filed with this Current Report on Form 8-K as Exhibits 10.1, 10.2, and 10.3, respectively; (ii) the Joinder Amendment and Indenture Amendment, as filed in the Company’s Form 8-K on August 16, 2023 as Exhibits 10.1 and 10.2, respectively; (iii) Series 2023-FTL1 Loan Agreement and Indenture Amendment, as filed in the Company’s Form 8-K on June 1, 2023 as Exhibits 10.1 and 10.2, respectively; (iv) the full text of the Joint Assignment, Assumption and Amendment No. 7 to the Series 2017-VF1 Repurchase Agreement, Amendment No. 1 to the Series 2017-VFI Pricing Side Letter, Amendment No. 3 to the Series 2017-VF1 Side Letter Agreement and Amendment No. 1 to the VFN Repo Guaranty, as filed in the Company’s Form 8-K on March 17, 2023 as Exhibit 10.2; (v) the full text of Amendment No. 5, dated as of June 28, 2022, to the Base Indenture as filed in the Company’s Form 8-K on July 5, 2022 as Exhibit 10.1; (vi) the full text of Amendment No. 4, dated as of March 30, 2021, to the Base Indenture as filed in the Company’s Form 8-K on March 31, 2021 as Exhibit 10.1; (vii) the full text of Amendment No. 3, dated as of October 20, 2020, to the Base Indenture as filed in the Company’s Form 10-Q on November 6, 2020 as Exhibit 10.6; (viii) the full text of Amendment No. 2, dated as of July 31, 2020, to the Base Indenture as filed in the Company’s Form 10-Q on August 7, 2020 as Exhibit 10.7; (ix) the full text of Amendment No. 1, dated as of April 25, 2018, to the Base Indenture as filed in the Company’s Form 8-K on April 30, 2018 as Exhibit 10.1; (x) the full text of the Base Indenture, dated as of December 20, 2017, which has been filed with the Company’s Form 8-K as filed with the SEC on December 27, 2017 as Exhibit 10.1; (xi) the full text of the Amended and Restated Master Repurchase Agreement, dated as of June 29, 2018, by and among PennyMac Corp., as Seller, Credit Suisse AG, Cayman Island Branch, as Buyer, and Credit Suisse First Boston Mortgage Capital, LLC, as administrative agent, which has been filed with the Company’s Form 8-K as filed with the SEC on July 6, 2018 as Exhibit 10.1; and (xii) 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 report is incorporated herein by reference.
