UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On May 21, 2024, PennyMac Mortgage Investment Trust (“PMT”) issued a press release announcing that its indirect wholly-owned subsidiary, PennyMac Corp. (“PMC”), plans to make a private offering of $200 million aggregate principal amount of its Exchangeable Senior Notes due 2029 (the “Notes”). The initial purchasers will have a 13-day option from the date of the offering to purchase up to an additional $30 million aggregate principal amount of Notes from PMC. The net proceeds from the offering are intended to be used to fund PMT’s business and investment activities, which may include: the acquisition of mortgage servicing rights, government-sponsored enterprise credit risk transfer securities and other mortgage-related securities; funding PMT’s correspondent lending business, including the purchase of Agency-eligible residential mortgage loans; repayment of other indebtedness, which may include the repurchase or repayment of a portion of PMC’s 5.50% exchangeable senior notes due 2024 or 5.50% exchangeable senior notes due 2026, or secured financing; and for other general business purposes. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Neither the Notes nor PMT’s common shares of beneficial interest (the “Common Shares”) issuable upon exchange of the Notes will be registered under the Securities Act of 1933, as amended (the “Securities Act”). Neither the Notes nor the Common Shares issuable upon exchange of the Notes may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated May 21, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| Dated: May 21, 2024 | PENNYMAC MORTGAGE INVESTMENT TRUST | |||||
| By: | /s/ Daniel S. Perotti | |||||
| Name: | Daniel S. Perotti | |||||
| Title: | Senior Managing Director and Chief Financial Officer | |||||