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): July 25, 2012
PennyMac Mortgage Investment Trust
(Exact Name of Registrant as Specified in Charter)
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Maryland |
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001-34416 |
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27-0186273 |
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(State or Other Jurisdiction of |
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(Commission |
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(I.R.S. Employer |
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Incorporation or Organization) |
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File Number) |
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Identification No.) |
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6101 Condor Drive, Moorpark, California |
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93021 |
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(Address of Principal Executive Offices) |
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(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-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 July 25, 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 amendments to (i) its master repurchase agreement, dated November 2, 2010, by and among Credit Suisse First Boston Mortgage Capital LLC (“CSFB”) and PMC, the Company and PennyMac Operating Partnership, L.P. (the “Operating Partnership”) (the “PMC Repurchase Agreement”), and (ii) its master repurchase agreement, dated March 29, 2012, by and among CSFB and PMITH, the Company and the Operating Partnership (the “PMITH Repurchase Agreement” and, together with the PMC Repurchase Agreement, the “Repurchase Agreements”).
Pursuant to the terms of the Repurchase Agreements, PMC or PMITH, as applicable, may sell, and later repurchase, newly originated mortgage loans. The PMC Repurchase Agreement is used to fund newly originated mortgage loans that are purchased from correspondent lenders by PMC and held for sale and/or securitization. The PMITH Repurchase Agreement is used to fund newly originated mortgage loans that have been purchased by PMC from correspondent lenders and pledged by PMC to PMITH pending sale and/or securitization. The principal amount paid by CSFB for each eligible mortgage loan under each of the Repurchase Agreements is based on a percentage of the lesser of the market value or the unpaid principal balance of such mortgage loan. Upon the repurchase of a mortgage loan, PMC or PMITH, as applicable, is required to repay CSFB the principal amount related to such mortgage loan plus accrued interest (at a rate reflective of the current market and based on CSFB’s cost of funds plus a margin) to the date of such repurchase.
The obligations of PMC and PMITH, as applicable, are fully guaranteed by the Company and the Operating Partnership. The mortgage loans are serviced by an affiliate of the Company, PennyMac Loan Services, LLC, pursuant to the terms of each Repurchase Agreement. Other material terms of the PMC Repurchase Agreement and related guaranty are described more fully in Item 5 to the Company’s Quarterly Report on Form 10-Q filed on November 8, 2010, and other material terms of the PMITH Repurchase Agreement and related guaranty are described more fully in the Company’s Current Report on Form 8-K filed on April 4, 2012.
Under the terms of the amendments, the maximum aggregate purchase price provided for in each Repurchase Agreement was increased from $150 million to $300 million, the available amount of which is reduced under each Repurchase Agreement by any outstanding repurchase amounts under the other Repurchase Agreement. The amendments also increased the amount of unrestricted cash and cash equivalents the Company and its subsidiaries are required to maintain in the aggregate, as of the end of each calendar month, from $10 million to $20 million. The amendments also provide for rolling termination dates, pursuant to which each Repurchase Agreement is committed for 364 days from any date of determination until the earlier of (i) the date on which CSFB elects to fix the termination date at a date 364 days from the date of such election, or (ii) October 30, 2012, at which point the termination date will be automatically fixed at October 29, 2013. All other terms and conditions of the Repurchase Agreements and the related guaranties remain the same in all material respects.
The foregoing description of the amendment to the PMC Repurchase Agreement 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, and the full text of the PMC Repurchase Agreement and the related guaranty, which were filed as Exhibits 10.13 and 10.14, respectively, to the Company’s Quarterly Report on Form 10-Q filed on November 8, 2010, and any amendments to the PMC Repurchase Agreement filed thereafter.
The foregoing description of the amendment to the PMITH Repurchase Agreement 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 1.2, and the full text of the PMITH 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 April 4, 2012.
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 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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1.1 |
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Amendment Number Seven to Master Repurchase Agreement, dated as of July 25, 2012, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Corp., PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. |
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1.2 |
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Amendment Number One to Master Repurchase Agreement, dated as of July 25, 2012, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Mortgage Investment Trust Holdings I, LLC, PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. |
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.
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PENNYMAC MORTGAGE INVESTMENT TRUST |
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/s/ Anne D. McCallion |
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Dated: July 31, 2012 |
Anne D. McCallion |
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Chief Financial Officer |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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1.1 |
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Amendment Number Seven to Master Repurchase Agreement, dated as of July 25, 2012, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Corp., PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. |
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1.2 |
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Amendment Number One to Master Repurchase Agreement, dated as of July 25, 2012, among Credit Suisse First Boston Mortgage Capital LLC, PennyMac Mortgage Investment Trust Holdings I, LLC, PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. |
Exhibit 1.1
AMENDMENT NO. 7
TO MASTER REPURCHASE AGREEMENT
Amendment No. 7, dated as of July 25, 2012 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Buyer”), PENNYMAC CORP. (the “Seller”), PENNYMAC MORTGAGE INVESTMENT TRUST (a “Guarantor”) and PENNYMAC OPERATING PARTNERSHIP, L.P (a “Guarantor” and together with the other Guarantor, the “Guarantors”).
RECITALS
The Buyer, the Seller and the Guarantors are parties to that certain Master Repurchase Agreement, dated as of November 2, 2010 (as amended, the “Existing Repurchase Agreement”; and as further amended by this Amendment, the “Repurchase Agreement”). The Guarantors are parties to that certain Guaranty (the “Guaranty”), dated as of November 2, 2010, as the same may be further amended from time to time, by the Guarantors in favor of Buyer. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement and Guaranty, as applicable.
The Buyer, the Seller and the Guarantors have agreed, subject to the terms and conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement. As a condition precedent to amending the Existing Repurchase Agreement, the Buyer has required the Guarantors to ratify and affirm the Guaranty on the date hereof.
Accordingly, the Buyer, the Seller and the Guarantors hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended as follows:
SECTION 1. Definitions. Section 2 of the Existing Repurchase Agreement is hereby amended by
1.1 deleting the definitions of “High LTV Loan,” “Maximum Combined Aggregate Purchase Price” and “Termination Date” in their entirety and replacing them with the following:
“High LTV Loan” shall have the meaning given to such term in the Pricing Side Letter.
“Maximum Combined Aggregate Purchase Price” means THREE HUNDRED MILLION DOLLARS ($300,000,000).
“Termination Date” means the earliest of (a) the Rolling Termination Date; provided that if the Buyer does not deliver a Rolling Termination Notice on or before October 30, 2012, the Termination Date shall be October 29, 2013, (b) the date of the occurrence of an Event of Default and (c) the date of the exercise of Seller’s option as set forth in Section 5(d) hereof.
1.2 adding the following definitions in their proper alphabetical order:
“Restricted Cash” means for any Person, any amount of cash of such Person that is contractually required to be set aside, segregated or otherwise reserved.
“Rolling Termination Date” means, with respect to any date, the date which is 364 days from such date; provided, that on and after the date, if any, on which the Buyer delivers to the Seller a Rolling Termination Notice (the “Rolling Termination Notice Date”) the Rolling Termination Date shall be fixed at the date that is 364 days following the Rolling Termination Notice Date.
“Rolling Termination Notice” means written notice that the Buyer shall no longer roll the Rolling Termination Date forward.
1.3 deleting the definitions of “AUS Refi Plus Loans” and “Refi Plus Loans” in their entirety.
SECTION 2. Covenants. Section 14(dd)(3) of the Existing Repurchase Agreement is hereby amended by deleting it in its entirety and replacing it with the following:
Maintenance of Liquidity. The Seller and PennyMac Mortgage Investment Trust shall ensure that, as of the end of each calendar month, they have cash and Cash Equivalents other than Restricted Cash in amounts not less than (i) with respect to the Seller, $7,500,000, and (ii) with respect to the PMIT Group, $20,000,000.
SECTION 3. Commitment Fee. Section 34 of the Existing Repurchase Agreement is hereby amended by deleting it in its entirety and replacing it with the following:
Seller shall pay to Buyer in immediately available funds, due and owing on the date hereof, a non refundable Commitment Fee. The Commitment Fee shall be a per annum amount set forth in the Pricing Side Letter paid in equal installments every three months commencing on the Price Differential Payment Date in August 2012. All such payments shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to Buyer at such account designated by Buyer.
SECTION 4. Conditions Precedent. This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent:
4.1 Delivered Documents. On the Amendment Effective Date, the Buyer shall have received the following documents, each of which shall be satisfactory to the Buyer in form and substance:
(a) this Amendment, executed and delivered by duly authorized officers of the Buyer, the Seller and the Guarantors; and
(b) such other documents as the Buyer or counsel to the Buyer may reasonably request.
SECTION 5. Representations and Warranties. Seller hereby represents and warrants to the Buyer that it is in compliance with all the terms and provisions set forth in the Existing Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred and is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Existing Repurchase Agreement.
SECTION 6. Intent. Each party agrees that this Amendment is intended to create mutuality of obligations among the parties, and as such, the Repurchase Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same “right” and “capacity”.
SECTION 7. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms and the execution of this Amendment by the Buyer.
SECTION 8. Counterparts. This Amendment 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.
SECTION 9. Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.
SECTION 10. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.
SECTION 11. Reaffirmation of Guaranty. The Guarantors hereby ratify and affirm all of the terms, covenants, conditions and obligations of the Guaranty and acknowledge and agree that the term “Obligations” as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Repurchase Agreement, as amended hereby.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.
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Credit Suisse First Boston Mortgage Capital LLC, as Buyer | ||
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By: |
/s/ Adam Loskove | |
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Name: |
Adam Loskove |
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Vice President |
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PennyMac Corp., as Seller | ||
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By: |
/s/ Brian Stack | |
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Name: |
Brian Stack |
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Title: |
Treasurer |
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PennyMac Mortgage Investment Trust, as Guarantor | ||
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By: |
/s/ Brian Stack | |
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Name: |
Brian Stack |
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Title: |
Treasurer |
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PennyMac Operating Partnership, L.P., as Guarantor | ||
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By: |
PennyMac GP OP, Inc., its General Partner | |
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By: |
/s/ Brian Stack | |
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Name: |
Brian Stack |
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Title: |
Treasurer |
Exhibit 1.2
AMENDMENT NO. 1
TO MASTER REPURCHASE AGREEMENT
Amendment No. 1, dated as of July 25, 2012 (this “Amendment”), among Credit Suisse First Boston Mortgage Capital LLC (the “Buyer”), PennyMac Mortgage Investment Trust Holdings I, LLC (the “Seller”) and PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (each, a “Guarantor” and collectively, the “Guarantors”).
RECITALS
The Buyer, the Seller and the Guarantors are parties to that certain Master Repurchase Agreement, dated as of March 9, 2012 (as amended, the “Existing Repurchase Agreement”; and as further amended by this Amendment, the “Repurchase Agreement”). The Guarantors are parties to that certain Guaranty (the “Guaranty”), dated as of March 29, 2012, as the same may be further amended from time to time, by the Guarantors in favor of Buyer. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement and Guaranty, as applicable.
The Buyer, the Seller and the Guarantors have agreed, subject to the terms and conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement. As a condition precedent to amending the Existing Repurchase Agreement, the Buyer has required the Guarantors to ratify and affirm the Guaranty on the date hereof.
Accordingly, the Buyer, the Seller and the Guarantors hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended as follows:
SECTION 1. Definitions. Section 2 of the Existing Repurchase Agreement is hereby amended by
1.1 deleting the definitions of “High LTV Loan,” “Maximum Combined Aggregate Purchase Price” and “Termination Date” in their entirety and replacing them with the following:
“High LTV Loan” shall have the meaning given to such term in the Pricing Side Letter.
“Maximum Combined Aggregate Purchase Price” means THREE HUNDRED MILLION DOLLARS ($300,000,000).
“Termination Date” means the earliest of (a) the Rolling Termination Date; provided that if the Buyer does not deliver a Rolling Termination Notice on or before October 30, 2012, the Termination Date shall be October 29, 2013, (b) the date of the occurrence of an Event of Default and (c) the date of the exercise of Seller’s option as set forth in Section (d) hereof.
1.2 adding the following definitions in their proper alphabetical order:
“Rolling Termination Date” means, with respect to any date, the date which is 364 days from such date; provided, that on and after the date, if any, on which the Buyer delivers to the Seller a Rolling Termination Notice (the “Rolling Termination Notice Date”) the Rolling Termination Date shall be fixed at the date that is 364 days following the Rolling Termination Notice Date.
“Rolling Termination Notice” means written notice that the Buyer shall no longer roll the Rolling Termination Date forward.
1.3 deleting the definitions of “AUS Refi Plus Loans” and “Refi Plus Loans” in their entirety.
SECTION 2. Conditions Precedent. This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent:
2.1 Delivered Documents. On the Amendment Effective Date, the Buyer shall have received the following documents, each of which shall be satisfactory to the Buyer in form and substance:
(a) this Amendment, executed and delivered by duly authorized officers of the Buyer, the Seller and the Guarantors; and
(b) such other documents as the Buyer or counsel to the Buyer may reasonably request.
SECTION 3. Representations and Warranties. Seller hereby represents and warrants to the Buyer that it is in compliance with all the terms and provisions set forth in the Existing Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred and is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Existing Repurchase Agreement.
SECTION 4. Intent. Each party agrees that this Amendment is intended to create mutuality of obligations among the parties, and as such, the Repurchase Agreement constitutes a contract which (i) is between all of the parties and (ii) places each party in the same “right” and “capacity”.
SECTION 5. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms and the execution of this Amendment by the Buyer.
SECTION 6. Counterparts. This Amendment 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.
SECTION 7. Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.
SECTION 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.
SECTION 9. Reaffirmation of Guaranty. The Guarantors hereby ratify and affirm all of the terms, covenants, conditions and obligations of the Guaranty and acknowledge and agree that the term “Obligations” as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Repurchase Agreement, as amended hereby.
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IN WITNESS WHEREOF, the undersigned have caused this Pricing Side Letter to be duly executed as of the date first above written.
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Credit Suisse First Boston Mortgage Capital LLC, as Buyer | ||
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By: |
/s/ Adam Loskove | |
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Name: |
Adam Loskove |
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Title: |
Vice President |
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PennyMac Mortgage Investment Trust Holdings I, LLC, as Seller | ||
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By: |
/s/ Brian Stack | |
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Name: |
Brian Stack |
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Title: |
Treasurer |
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PennyMac Mortgage Investment Trust, as Guarantor | ||
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By: |
/s/ Brian Stack | |
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Name: |
Brian Stack |
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Title: |
Treasurer |
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PennyMac Operating Partnership, L.P., as Guarantor | ||
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By: PennyMac GP OP, Inc., its General Partner | ||
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By: |
/s/ Brian Stack | |
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Name: |
Brian Stack |
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Title: |
Treasurer |