PennyMac Mortgage Investment Trust (NYSE: PMT) (“PMT” or the
“Company”) today announced 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 Notes will be offered only to
qualified institutional buyers (as defined in the Securities Act of
1933, as amended (the “Securities Act”)) pursuant to Rule 144A
under the Securities Act.
The Notes will be fully and unconditionally guaranteed by PMT.
Upon exchange, PMC will pay cash up to the aggregate principal
amount of the Notes to be exchanged and pay or deliver, as the case
may be, cash, PMT’s common shares of beneficial interest (“Common
Shares”) or a combination thereof, at PMC’s election, in respect of
the remainder, if any, of its exchange obligation in excess of the
aggregate principal amount of the Notes being exchanged. The
interest rate, exchange rate and other terms of the Notes will be
determined at the time of pricing of the offering. The Notes will
be PMC’s senior unsecured obligations and will rank equally with
all of its present and future senior unsecured debt and senior to
any future subordinated debt.
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.
Neither the Notes nor the Common Shares issuable upon exchange
of the Notes will be registered under 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 press release 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. It is issued pursuant to Rule
135c under the Securities Act.
About PennyMac Mortgage Investment Trust
PennyMac Mortgage Investment Trust is a mortgage real estate
investment trust (REIT) that invests primarily in residential
mortgage loans and mortgage-related assets. PMT is externally
managed by PNMAC Capital Management, LLC (“PNMAC”), a wholly-owned
subsidiary of PennyMac Financial Services, Inc. (NYSE: PFSI)
(“PFSI”).
Forward-Looking Statements
This press release 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. Forward-looking statements are generally
identifiable by use of forward-looking terminology like “may,”
“will,” “should,” “potential,” “intend,” “expect,” “seek,”
“anticipate,” “estimate,” “approximately,” “believe,” “could,”
“project,” “predict,” “continue,” “plan” or other similar words or
expressions. Forward-looking statements are based on certain
assumptions, discuss future expectations, describe future plans and
strategies, contain financial and operating projections or state
other forward-looking information. Examples of forward-looking
statements include: (i) projections of the Company’s revenues,
income, earnings per share, capital structure or other financial
items; (ii) descriptions of the Company’s plans or objectives for
future operations, products or services; (iii) forecasts of the
Company’s future economic performance, interest rates, profit
margins and the Company’s share of future markets; and (iv)
descriptions of assumptions underlying or relating to any of the
foregoing expectations regarding the timing of generating any
revenues. The Company’s ability to predict results or the actual
effect of future events, actions, plans or strategies is inherently
uncertain. Although the Company believes that the expectations
reflected in such forward-looking statements are based on
reasonable assumptions, the Company’s actual results and
performance could differ materially from those set forth in the
forward-looking statements. There are a number of factors, many of
which are beyond the Company’s control, that could cause actual
results to differ significantly from its expectations. Some of
these factors are discussed below. Factors that could cause actual
results to differ materially from historical results or those
anticipated include, but are not limited to: changes in interest
rates and other macroeconomic conditions; the Company’s ability to
comply with various federal, state and local laws and regulations
that govern the Company’s business; changes in the Company’s
investment objectives or investment or operational strategies,
including any new lines of business or new products and services
that may subject it to additional risks; changes in real estate
values, housing prices and housing sales; the degree and nature of
the Company’s competition; volatility in the Company’s industry,
the debt or equity markets, the general economy or the real estate
finance and real estate markets specifically, whether the result of
market events or otherwise; events or circumstances which undermine
confidence in the financial and housing markets or otherwise have a
broad impact on financial and housing markets, such as the sudden
instability or collapse of large depository institutions or other
significant corporations, terrorist attacks, natural or man-made
disasters, or threatened or actual armed conflicts; changes in
general business, economic, market, employment and domestic and
international political conditions, or in consumer confidence and
spending habits from those expected; the availability of, and level
of competition for, attractive risk-adjusted investment
opportunities in loans and mortgage-related assets that satisfy the
Company’s investment objectives; the inherent difficulty in winning
bids to acquire loans, and the Company’s success in doing so; the
concentration of credit risks to which the Company is exposed; the
Company’s dependence on PFSI, PNMAC and PennyMac Loan Services, LLC
(“PLS”), potential conflicts of interest with such entities and
their affiliates, and the performance of such entities; changes in
personnel and lack of availability of qualified personnel at PFSI,
PNMAC and PLS, and their affiliates; the availability, terms and
deployment of short-term and long-term capital; the adequacy of the
Company’s cash reserves and working capital; the Company’s
substantial amount of debt; the Company’s ability to maintain the
desired relationship between its financing and the interest rates
and maturities of its assets; the timing and amount of cash flows,
if any, from the Company’s investments; the Company’s exposure to
risks of loss and disruptions in operations resulting from adverse
weather conditions, man-made or natural disasters, climate change
and pandemics such as the COVID-19 pandemic; unanticipated
increases or volatility in financing and other costs, including a
rise in interest rates; the performance, financial condition and
liquidity of borrowers; the ability of the Company’s servicer,
which also provides the Company with fulfillment services, to
approve and monitor correspondent sellers and underwrite loans to
investor standards; incomplete or inaccurate information or
documentation provided by customers or counterparties, or adverse
changes in the financial condition of the Company’s customers and
counterparties; the Company’s indemnification and repurchase
obligations in connection with loans it purchases and later sells
or securitizes; the quality and enforceability of the collateral
documentation evidencing the Company’s ownership and rights in the
assets in which it invests; increased rates of delinquency, default
and/or decreased recovery rates on the Company’s investments; the
performance of loans underlying mortgage-backed securities in which
the Company retains credit risk; the Company’s ability to foreclose
on its investments in a timely manner or at all; the degree to
which the Company’s hedging strategies may or may not protect it
from interest rate volatility; the effect of the accuracy of or
changes in the estimates the Company makes about uncertainties,
contingencies and asset and liability valuations when measuring and
reporting upon the Company’s financial condition and income; the
Company’s ability to maintain appropriate internal control over
financial reporting; technology failures, cybersecurity risks and
incidents, and the Company’s ability to mitigate cybersecurity
risks and cyber intrusions; the Company’s ability to obtain and/or
maintain licenses and other approvals in those jurisdictions where
required to conduct its business; the Company’s ability to detect
misconduct and fraud; changes in the Company’s credit risk transfer
arrangements and agreements; developments in the secondary markets
for the Company’s loan products; legislative and regulatory changes
that impact the loan industry or housing market; changes in
regulations that impact the business, operations or governance of
mortgage lenders and/or publicly-traded companies or such changes
that increase the cost of doing business with such entities; the
Consumer Financial Protection Bureau and its issued and future
rules and the enforcement thereof; changes in government support of
homeownership; the Company’s ability to effectively identify,
manage and hedge the Company’s credit, interest rate, prepayment,
liquidity and climate risks; changes in government or
government-sponsored home affordability programs; limitations
imposed on the Company’s business and its ability to satisfy
complex rules for it to qualify as a REIT for U.S. federal income
tax purposes and qualify for an exclusion from the Investment
Company Act of 1940 and the ability of certain of the Company’s
subsidiaries to qualify as REITs or as taxable REIT subsidiaries
for U.S. federal income tax purposes, as applicable, and the
Company’s ability and the ability of its subsidiaries to operate
effectively within the limitations imposed by these rules; changes
in governmental regulations, accounting treatment, tax rates and
similar matters (including changes to laws governing the taxation
of REITs, or the exclusions from registration as an investment
company); the Company’s ability to make distributions to its
shareholders in the future; the Company’s failure to deal
appropriately with issues that may give rise to reputational risk;
and the Company’s organizational structure and certain requirements
in its charter documents. These factors are not necessarily all of
the important factors that could cause the Company’s actual results
and performance to differ materially from those expressed in or
implied by any of the Company’s forward-looking statements. Other
unknown or unpredictable factors also could adversely affect the
Company’s actual results and performance. Consequently, there can
be no assurance that the results or performance anticipated by the
Company will be realized or, even if substantially realized, that
they will have the expected consequences to or effects on the
Company. 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 press release are current as of the date of
this release only.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240520515887/en/
Media Lauren Padilla mediarelations@pennymac.com
805.225.8224
Investors Kevin Chamberlain Isaac Garden
investorrelations@pennymac.com 818.224.7028
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