8-K

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): May 31, 2012

PennyMac Mortgage Investment Trust

(Exact Name of Registrant as Specified in Charter)

Maryland	001-34416	27-0186273
(State or Other Jurisdiction of	(Commission	(I.R.S. Employer
Incorporation or Organization)	File Number)	Identification No.)

6101 Condor Drive, Moorpark, California	93021
(Address of Principal Executive Offices)	(Zip Code)

(818) 224-7442

(Registrant’s telephone number, including area code)

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On May 31, 2012, PennyMac Mortgage Investment Trust (the “Company”), through two of its wholly-owned subsidiaries, PennyMac Corp. (“PMC”) and PennyMac Mortgage Investment Trust Holdings I, LLC (“PMITH”), entered into an amendment (the “Amendment”) to its master repurchase agreement, dated December 9, 2010 (the “Repurchase Agreement”), by and among Citibank, N.A. (“Citi”) and PMC, PMITH and PennyMac Loan Services, LLC (“PLS”).

Pursuant to the terms of the Repurchase Agreement, PMC and PMITH may sell to, and later repurchase from, Citi distressed residential mortgage loans.  The principal amount paid by Citi is based on a percentage of the market value of the mortgage loans.  Upon the repurchase, or the sale, securitization or liquidation, of a mortgage loan, PMC or PMITH, as applicable, is required to repay Citi the principal amount related to such mortgage loan plus accrued interest (at a rate reflective of the current market and based on LIBOR plus a margin) to the date of such repurchase, sale, securitization or liquidation.  The Repurchase Agreement is committed for a period of 364 days, and the obligations of PMC and PMITH are fully guaranteed by the Company. The mortgage loans are serviced by PLS pursuant to the terms of the Repurchase Agreement.  Other material terms of the Repurchase Agreement and related guaranty are described more fully in the Company’s Current Report on Form 8-K filed on December 15, 2010.

Under the terms of the Amendment, the maximum aggregate purchase price provided for in the Repurchase Agreement was increased from $250 million to $450 million.  The Amendment also expands the scope of mortgage loans eligible for sale and repurchase under the Repurchase Agreement to include certain current and re-performing mortgage loans.  The Company, through PMC and PMITH, is required to pay Citi a fee for the structuring of the Amendment, as well as certain other administrative costs and expenses.  All other terms and conditions of the Repurchase Agreement and the related guaranty remain the same in all material respects.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which has been filed with this Current Report on Form 8-K as Exhibit 1.1, the full text of the Repurchase Agreement and the related guaranty, which were filed as Exhibits 1.1 and 1.2, respectively, to the Company’s Current Report on Form 8-K filed on December 15, 2010, and the full text of all other amendments to the Repurchase Agreement previously filed with the Securities and Exchange Commission.

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.

Item 7.01 Regulation FD Disclosure.

On May 31, 2012, the Company issued a press release announcing that its President and Chief Operating Officer, David A. Spector, would be presenting at the Keefe, Bruyette and Woods Mortgage Finance Conference on Tuesday, June 5, 2012 at 10:00 a.m. Eastern Time.  A copy of the slide presentation used in connection with the presentation is furnished as Exhibit 99.1.

The information in this Item 7.01, including Exhibit 99.1 referenced herein, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference into any disclosure document relating to the Company, except to the extent, if any, expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
1.1	Amendment Number Six to Master Repurchase Agreement, dated as of May 31, 2012, by and among Citibank, N.A. and PennyMac Corp., PennyMac Mortgage Investment Trust Holdings I, LLC and PennyMac Loan Services, LLC
99.1	Slide Presentation for use on June 5, 2012 in connection with Keefe, Bruyette and Woods Mortgage Finance Conference

2

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 MORTGAGE INVESTMENT TRUST
	/s/ Stanford L. Kurland
Dated: June 5, 2012
	Stanford L. Kurland
	Chairman of the Board and Chief Executive Officer

3

EXHIBIT INDEX

Exhibit No.	Description
1.1	Amendment Number Six to Master Repurchase Agreement, dated as of May 31, 2012, by and among Citibank, N.A. and PennyMac Corp., PennyMac Mortgage Investment Trust Holdings I, LLC and PennyMac Loan Services, LLC
99.1	Slide Presentation for use on June 5, 2012 in connection with Keefe, Bruyette and Woods Mortgage Finance Conference

4

EX-1.1

Exhibit 1.1

AMENDMENT NUMBER SIX

to the

MASTER REPURCHASE AGREEMENT

Dated as of December 9, 2010,

among

PENNYMAC CORP., PENNYMAC MORTGAGE INVESTMENT TRUST HOLDINGS I, LLC and PENNYMAC LOAN SERVICES, LLC

and

CITIBANK, N.A.

This AMENDMENT NUMBER SIX (this “Amendment Number Six”) is made this 31st day of May, 2012 among PENNYMAC CORP. and PENNYMAC MORTGAGE INVESTMENT TRUST HOLDINGS I, LLC (each, a “Seller” and jointly and severally, the “Seller” or “Sellers”), PENNYMAC LOAN SERVICES, LLC (“Servicer”) and CITIBANK, N.A. (“Buyer”), to the Master Repurchase Agreement, dated as of December 9, 2010, among Sellers, Servicer and Buyer, as such agreement may be amended from time to time (the “Agreement”).  Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

RECITALS

WHEREAS, Sellers and Buyer have agreed to amend the Agreement to increase the Maximum Aggregate Purchase Price, modify the Applicable Percentages regarding certain Eligible Loans and modify certain other definitions in the Agreement, as more specifically set forth herein; and

WHEREAS, as of the date hereof, each Seller and Servicer represents to Buyer that the Seller Parties are in full compliance with all of the terms and conditions of the Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Program Document.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the mutual covenants herein contained, the parties hereto hereby agree as follows:

AMENDMENTS.  EFFECTIVE AS OF MAY 31, 2012 (THE “AMENDMENT EFFECTIVE DATE”), THE AGREEMENT IS HEREBY AMENDED AS FOLLOWS:

Section 2 of the Agreement is hereby amended by adding following new definitions of “Current Modified Loan”, “Current Unmodified Loan”, “Delinquent”, “NPL Loan” and “Re-Performing Loan”  in the appropriate alphabetical order as follows:

“Current Modified Loan” shall mean an Eligible Loan, with respect to which (i) the original terms have been modified, (ii) the related Mortgagor has made each Monthly Payment on or prior to the related Due Date for each of the prior six months and (iii) the related Mortgagor is not Delinquent with respect to any scheduled Monthly Payment.

“Current Unmodified Loan” shall mean an Eligible Loan, with respect to which (i) the original terms have not been modified, (ii) the related Mortgagor has made each Monthly Payment on or prior to the related Due Date for each of the prior twelve months and (iii) the related Mortgagor is not Delinquent with respect to any scheduled Monthly Payment.

“Delinquent” shall mean with respect to any Loan, any Monthly Payment which has not been received by or on behalf of Seller by the end of the day immediately preceding such Loan’s next succeeding Due Date.

“NPL Loan” means any Eligible Loan other than any Current Modified Loan, Current Unmodified Loan or Re-Performing Loan.

“Re-Performing Loan” shall mean an Eligible Loan, with respect to which (i) the related Mortgagor has made the most recently due Monthly Payment on or prior to the related Due Date, (ii) the original terms have not been modified, (iii) at least one Monthly Payment (other than with respect to the most recently due Monthly Payment) due during the last twelve months has been Delinquent and (iv) the related Mortgagor is not Delinquent with respect to any scheduled Monthly Payment.

(B)SECTION 2 OF THE AGREEMENT IS HEREBY AMENDED BY DELETING THE DEFINITION OF “LIBO BASE RATE” IN ITS ENTIRETY AND REPLACING IT WITH THE FOLLOWING:

“LIBO Base Rate” means the rate determined daily by Buyer on the basis of the “BBA’s Interest Settlement Rate” offered for one-month U.S. dollar deposits, as such rate appears on Bloomberg L.P.’s page “BBAM” as of 11:00 a.m. (London time) on such date (rounded to five decimal places) provided that if such rate does not appear on Bloomberg L.P.’s page “BBAM” as of such time on such date, the rate for such date will be the rate determined by reference to the most recently published rate on Bloomberg L.P.’s page “BBAM”; provided further that if such rate is no longer set on Bloomberg L.P.’s page “BBAM”, the rate of such date will be determined by reference to such other comparable publicly available service publishing such rates as may be selected by Buyer in its sole discretion, which rates have performed or are expected by Buyer to perform in a manner substantially similar to the rate appearing on Bloomberg L.P.’s page “BBAM”, and which rate will be communicated to Seller.  Notwithstanding anything to the contrary herein, Buyer shall have the sole discretion to re-set the LIBO Base Rate on a daily basis.

(C)SECTION 2 OF THE AGREEMENT IS HEREBY AMENDED BY DELETING THE DEFINITION OF “LIBO RATE” IN ITS ENTIRETY AND REPLACING IT WITH THE FOLLOWING:

“LIBO Rate” shall mean with respect to each Interest Period pertaining to a Transaction, a rate per annum determined by Buyer in its sole discretion in accordance with the following formula (rounded to five decimal places), which rate as determined by Buyer shall be conclusive absent manifest error by Buyer:

LIBO Base Rate

1.00 – LIBO Reserve
Requirements

THE LIBO RATE SHALL BE CALCULATED ON EACH PURCHASE DATE AND REPURCHASE DATE COMMENCING WITH THE FIRST PURCHASE DATE.

(D)SECTION 2 OF THE AGREEMENT IS HEREBY AMENDED BY DELETING THE DEFINITION “MAXIMUM AGGREGATE PURCHASE PRICE” IN ITS ENTIRETY AND REPLACING IT WITH THE FOLLOWING:

“MAXIMUM AGGREGATE PURCHASE PRICE” SHALL MEAN $450,000,000.

FEES AND EXPENSES.  SELLERS AGREE TO PAY TO BUYER ALL REASONABLE OUT OF POCKET COSTS AND EXPENSES INCURRED BY BUYER IN CONNECTION WITH THIS AMENDMENT NUMBER SIX (INCLUDING ALL REASONABLE FEES AND OUT OF POCKET COSTS AND EXPENSES OF THE BUYER’S LEGAL COUNSEL) IN ACCORDANCE WITH SECTIONS 23 AND 25 OF THE AGREEMENT.

REPRESENTATIONS.  EACH SELLER AND SERVICER HEREBY REPRESENTS TO BUYER THAT AS OF THE DATE HEREOF, THE SELLER PARTIES ARE IN FULL COMPLIANCE WITH ALL OF THE TERMS AND CONDITIONS OF THE AGREEMENT AND EACH OTHER PROGRAM DOCUMENT AND NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING UNDER THE AGREEMENT OR ANY OTHER PROGRAM DOCUMENT.

BINDING EFFECT; GOVERNING LAW.  THIS AMENDMENT NUMBER SIX SHALL BE BINDING AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.  THIS AMENDMENT NUMBER SIX SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL GOVERN).

COUNTERPARTS.  THIS AMENDMENT NUMBER SIX 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.

LIMITED EFFECT.  EXCEPT AS AMENDED HEREBY, THE AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT IN ACCORDANCE WITH ITS TERMS.  REFERENCE TO THIS AMENDMENT NUMBER SIX NEED NOT BE MADE IN THE AGREEMENT OR ANY OTHER INSTRUMENT OR DOCUMENT EXECUTED IN CONNECTION THEREWITH, OR IN ANY CERTIFICATE, LETTER OR COMMUNICATION ISSUED OR MADE PURSUANT TO, OR WITH RESPECT TO, THE AGREEMENT, ANY REFERENCE IN ANY OF SUCH ITEMS TO THE AGREEMENT BEING SUFFICIENT TO REFER TO THE AGREEMENT AS AMENDED HEREBY.

[Signature Page Follows]

IN WITNESS WHEREOF, Sellers, Servicer and Buyer have caused this Amendment Number Six to be executed and delivered by their duly authorized officers as of the Amendment Effective Date.

		PENNYMAC CORP.
		(Seller)
			/s/ Brian Stack
		By:
		Name:	Brian Stack
		Title:	Treasurer
		PENNYMAC MORTGAGE INVESTMENT TRUST HOLDINGS I, LLC
		(Seller)
			/s/ Brian Stack
		By:
		Name:	Brian Stack
		Title:	Managing Director, Treasury
		PENNYMAC LOAN SERVICES, LLC,
		(Servicer)
			/s/ Brian Stack
		By:
		Name:	Brian Stack
		Title:	Vice President, Treasury
		CITIBANK, N.A.
		(Buyer and Agent, as applicable)
			/s/ Susan Mills
		By:
		Name:	Susan Mills
		Title:	Vice President
Acknowledged:
PENNYMAC MORTGAGE INVESTMENT TRUST
	/s/ Brian Stack
By:
Name:	Brian Stack
Title:	Treasurer

EX-99.1

Exhibit 99.1

PennyMac Mortgage Investment Trust June 5, 2012 Keefe, Bruyette & Woods Mortgage Finance Conference

2 This presentation contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding management’s beliefs, estimates, projections and assumptions with respect to, among other things, the Company’s financial results, future operations, business plans and investment strategies, as well as industry and market conditions, all of which are subject to change. Words like “believe,” “expect,” “anticipate,” “promise,” “plan,” and other expressions or words of similar meanings, as well as future or conditional verbs such as “will,” “would,” “should,” “could,” or “may” are generally intended to identify forward-looking statements. Actual results and operations for any future period may vary materially from those projected herein, from past results discussed herein, or illustrative examples provided herein. Factors which could cause actual results to differ materially from historical results or those anticipated include, but are not limited to: changes in general business, economic, market and employment conditions from those expected; continued declines in residential real estate and disruption in the U.S. housing market; the availability of, and level of competition for, attractive risk-adjusted investment opportunities in residential mortgage loans and mortgage-related assets that satisfy our investment objectives and investment strategies; changes in our investment or operational objectives and strategies, including any new lines of business; the concentration of credit risks to which we are exposed; the availability, terms and deployment of short-term and long-term capital; unanticipated increases in financing and other costs, including a rise in interest rates; the performance, financial condition and liquidity of borrowers; increased rates of delinquency or decreased recovery rates on our investments; increased prepayments of the mortgage and other loans underlying our investments; changes in regulations or the occurrence of other events that impact the business, operation or prospects of government sponsored enterprises; changes in government support of homeownership; changes in governmental regulations, accounting treatment, tax rates and similar matters; and our ability to satisfy complex rules in order to qualify as a REIT for U.S. federal income tax purposes. You should not place undue reliance on any forward-looking statement and should consider all of the uncertainties and risks described above, as well as those more fully discussed in reports and other documents filed by the Company with the Securities and Exchange Commission from time to time. The Company undertakes no obligation to publicly update or revise any forward-looking statements or any other information contained herein, and the statements made in this presentation are current as of the date of this presentation only. Forward-Looking Statements Keefe, Bruyette & Woods Mortgage Finance Conference

3 Year-to-Date 2012 Highlights First Quarter Earnings 1Q12 Diluted EPS of $0.65 per share, and dividend of $0.55 per share 1Q12 net Income of $19.1 million on revenue of $46.6 million Correspondent funding volume increased to $1.8 billion (Conventional fundings of $992 million, 55% of total), up 81% from the fourth quarter; lock volume reached $2.4 billion Second Quarter (Quarter-to-date) Highlights Acquired a distressed whole loan pool totaling $90 million in unpaid principal balance (UPB) in April Purchased two additional pools totaling $233 million of UPB in June 2012 Recently entered into an agreement to purchase one more pool of nonperforming loans totaling $98 million in UPB, for settlement in June 2012 (1) Completed offering in excess of 10 million shares of common stock, with net proceeds totaling $198 (1) million These pending transactions are subject to continuing due diligence, customary closing conditions, and obtaining additional capital adequate to fund the acquisitions. There can be no assurance that the committed amount will ultimately be acquired or that the transactions will be completed at all. Keefe, Bruyette & Woods Mortgage Finance Conference

4 PMT’s Business Segments Pretax Income Distressed Mortgage Investments pretax income increased 5.6% from the fourth quarter Correspondent Lending up 33% from fourth quarter driven by increased gain on sale of mortgage loans acquired for sale and interest income (Unaudited) Keefe, Bruyette & Woods Mortgage Finance Conference Quarter ended March 31, 2012 Distressed ($ in thousands) Mortgage Correspondent PMT Investments Lending consolidated Revenues: External Net gain on investments 11,488 $ - $ 11,488 $ Interest income 13,638 2,792 16,430 Net gain on mortgage loans acquired for sale - 13,370 13,370 Other income 3,900 1,461 5,361 Intersegment 16 (16) - Total revenues 29,042 17,607 46,649 Expenses: Interest 5,310 1,364 6,674 Loan processing fees payable to affiliate - 6,124 6,124 Other 9,021 255 9,276 Total expenses 14,331 7,743 22,074 Pre-tax income 14,711 $ 9,864 $ 24,575

Fundings totaled $1.8 billion in 1Q12, up 81% vs. 4Q11 Conventional volume increased 75% from 4Q11 2Q12 QTD(1) total fundings reach $2.0 billion Locks: $2.9 billion Conventional & Jumbo loans comprised approximately 50% of total fundings Prudently growing relationships with our correspondent sellers: Focusing on quality long-term relationships Building a best-in-class correspondent lending platform Origination characteristics remain consistent as volume grows Correspondent Funding Volume and Mix Origination Characteristics 5 Correspondent Growth Remains Strong For the two months ended May 31, 2012. Numbers are unaudited and are not intended for use in projecting future quarterly or annual results. For FHA/VA, PMT earns a sourcing fee and interest income for its holding period. (2) Keefe, Bruyette & Woods Mortgage Finance Conference 1Q11 2Q11 3Q11 4Q11 1Q12 Conventional WA LTV 76% 69% 69% 71% 69% WA FICO 750 757 772 767 770 WA DTI 32% 36% 32% 34% 32% California Originations 42% 76% 54% 77% 48% Government WA LTV 95% 96% 95% 96% 95% WA FICO 732 719 711 711 712 WA DTI 39% 41% 41% 42% 41% California Originations 82% 89% 56% 75% 48%

6 Distressed Mortgage Investments The flow of distressed whole loans for review is expected to remain steady Recent purchases, and agreements to purchase, underscore the opportunity that still exists to invest in distressed mortgages Our investment manager PNMAC Capital Management continues to see solid volume in loan pools being offered for purchase review Portfolio liquidation activity remains strong Loan acquisitions are progressing through the resolution pipeline in-line with our expectations for a ~2 year average liquidation timeframe We have enjoyed success in bringing borrowers into performing status, which ultimately optimizes outcomes for both borrowers and shareholders Deed-in-lieu and short sales resolutions continue to gain traction, helping to shorten the timeline to liquidation Pro forma transactions include $90 million of loans that settled in April 2012 and $233 million that settled in June 2012 and $99 million which is expected to settle in June 2012. These pending transactions are subject to continuing due diligence, customary closing conditions, and obtaining additional capital adequate to fund the acquisitions. There can be no assurance that the committed amount will ultimately be acquired or that the transactions will be completed at all. Amounts may not sum exactly due to the effects of rounding. Keefe, Bruyette & Woods Mortgage Finance Conference Pro Forma(1)

7 Illustrative Leveraged Gross Return(1) 20% - 26% 15% - 20% 27% - 39% (avg. holding period 20 days) 25% - 32% Strategy and Outlook Strategy and Outlook for PMT Continuing to acquire ABS and MBS on an opportunistic basis Correspondent business provides additional insight into MBS opportunities PCM expects to review roughly $1 billion per month for possible investments throughout 2012 Acquired $90 million in UPB of whole loans in April and acquired $230 million in UPB of performing and nonperforming whole loans in June, Agreed to purchase $99 million in UPB; settlement expected in June(2) Executing on growth strategies and prudently expanding network of approved sellers; HARP 2.0 refinance volume opportunity Target for total loan fundings: $1 billion per month by end of the second quarter Opportunities enabled by PennyMac Loan Services’ operational platform and seller/servicer approvals Transactions would be structured to optimize the qualification of some portion of the investments as REIT assets Illustrative gross returns including the effect of leverage before corporate operating and other administrative expenses These pending transactions are subject to continuing due diligence, customary closing conditions, and obtaining additional capital adequate to fund the acquisitions. There can be no assurance that the committed amount will ultimately be acquired or that the transactions will be completed at all. Keefe, Bruyette & Woods Mortgage Finance Conference Mortgage Backed and Asset Backed Securities Distressed Mortgage Whole Loans Correspondent Lending Bulk Mortgage Servicing Rights Acquisitions (1) (2)

8 Highlights of Investing in PMT Positioned to capitalize on current and long-term opportunities in residential mortgage finance with the capital, institutional relationships, operations, and management across all the critical areas for success Unique mortgage REIT able to capitalize on opportunities in residential whole loans Continued leadership in distressed whole loan investing; emerging leadership as a non-bank intermediary for new originations in correspondent lending Distinguished management team with deep expertise in all aspects of residential mortgages Access to legacy-free operational platform with more than 600 full-time staff Attractive return investments with prudent use of leverage Flexibility to adapt with the evolution of the mortgage market Keefe, Bruyette & Woods Mortgage Finance Conference

9 For questions or comments please contact us at: PennyMac Mortgage Investment Trust 6101 Condor Drive Moorpark, CA 93021 IR Contacts: Kevin Chamberlain Managing Director, Corporate Communications Christopher Oltmann Director, Investor Relations chris.oltmann@pnmac.com or InvestorRelations@pnmac.com Phone: 818-224-7442 Website: www.PennyMac-REIT.com Contact Us Keefe, Bruyette & Woods Mortgage Finance Conference

PennyMac Mortgage Investment Trust June 5, 2012 Keefe, Bruyette & Woods Mortgage Finance Conference