UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On June 21, 2024, PennyMac Mortgage Investment Trust (the “Company”) and its wholly-owned subsidiary, PennyMac Corp., entered into the Fifth Supplemental Indenture (the “Fifth Supplemental Indenture”) to the Indenture, dated as of April 30, 2013 (the “Base Indenture”), among PennyMac Corp., the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (as the Base Indenture is amended or supplemented, including (i) the Second Supplemental Indenture thereto, dated as of November 7, 2019 (the “Second Supplemental Indenture”) governing PennyMac Corp.’s outstanding 5.500% Exchangeable Senior Notes due 2024 (the “2024 Exchangeable Notes”), and (ii) the Third Supplemental Indenture, dated as of March 5, 2021 (the “Third Supplemental Indenture” and, collectively with the Second Supplemental Indenture, “Existing Supplemental Indentures”) governing PennyMac Corp.’s outstanding 5.500% Exchangeable Senior Notes due 2026 (the “2026 Exchangeable Notes” and, collectively with the 2024 Exchangeable Notes, the “Exchangeable Notes”)), each of which series of Exchangeable Notes is fully and unconditionally guaranteed by the Company. Pursuant to the Fifth Supplemental Indenture, PennyMac Corp. irrevocably elected, with respect to each series of Exchangeable Notes, (i) to eliminate PennyMac Corp.’s option to elect Physical Settlement (as defined in each Existing Supplemental Indenture) on any exchange of the applicable Exchangeable Notes that occurs on or after the date of the Fifth Supplemental Indenture and (ii) that, with respect to any Combination Settlement (as defined in each Existing Supplemental Indenture) for an exchange of the applicable Exchangeable Notes, the Specified Dollar Amount (as defined in each Existing Supplemental Indenture) that will be settled in cash per $1,000 principal amount of the applicable Exchangeable Notes shall be no lower than $1,000.
The foregoing description of the Fifth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the complete text of the Fifth Supplemental Indenture, a copy of which is filed as Exhibit 4.1 hereto and is incorporated herein by reference. The Base Indenture was previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2013, the Second Supplemental Indenture was previously filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 8, 2019 and the Third Supplemental Indenture was previously filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 5, 2021.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 4.1 | Fifth Supplemental Indenture, dated as of June 21, 2024, among PennyMac Corp., PennyMac Mortgage Investment Trust and The Bank of New York Mellon Trust Company, N.A., to the Indenture, dated as of April 30, 2013, among PennyMac Corp., PennyMac Mortgage Investment Trust and The Bank of New York Mellon Trust Company, N.A. | |
| 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.
| PENNYMAC MORTGAGE INVESTMENT TRUST | ||||||
| Dated: June 21, 2024 | /s/ Daniel S. Perotti | |||||
| Name: | Daniel S. Perotti | |||||
| Title: | Senior Managing Director and Chief Financial Officer | |||||