Item 1.01 Entry into a Material Definitive Agreement.
On June 28, 2022, PennyMac Mortgage Investment Trust (the “Company”), through its indirect subsidiary, PMT ISSUER TRUST - FMSR (“Issuer Trust”), issued an aggregate principal amount of $305 million in secured term notes (the “2022-FT1 Notes”) to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”). The 2022-FT1 Notes bear interest at a rate equal to United States 30 Day Average Secured Overnight Financing Rate, or SOFR, plus 4.19% per annum, payable each month beginning in July 2022, on the 25th day of such month or, if such 25th day is not a business day, the next business day. The 2022-FT1 Notes will mature on June 25, 2027 or, if extended pursuant to the terms of the Term Note Indenture Supplement (as defined below), either June 25, 2028 or June 25, 2029 (unless earlier redeemed in accordance with their terms). The 2022-FT1 Notes have been assigned an investment grade rating of BBB- by Kroll Bond Rating Agency, and will rank pari passu with (i) the secured term notes due April 25, 2023 issued by Issuer Trust on April 25, 2018 (the “2018-FT1 Notes”); (ii) the secured term notes due March 25, 2026 issued by Issuer Trust on March 30, 2021 (the “2021-FT2 Notes”); and (iii) the Series 2017-MSRVF1 Notes dated December 20, 2017, issued by Issuer Trust. In addition, the 2022-FT1 Notes are secured by certain participation certificates relating to Fannie Mae mortgage servicing rights (“MSRs”) and excess servicing spread relating to such MSRs (“ESS”) that are financed by Pennymac Corp. pursuant to a series of structured finance transactions, which are further described in the Company’s Current Reports on Form 8-K filed on December 27, 2017, April 30, 2018, August 10, 2020, August 13, 2020, and March 31, 2021, as well as in the Company’s other current and periodic reports.
The 2022-FT1 Notes have not been and are not expected to be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold within the United States or to U.S. persons absent an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
The 2022-FT1 Notes were issued pursuant to the terms of (i) an amendment no. 5, dated as of June 28, 2022, (the “Indenture Amendment”) to the base indenture, dated as of December 20, 2017 (the “Base Indenture”), by and among Issuer Trust, Citibank, N.A., as indenture trustee, calculation agent, paying agent and securities intermediary, PennyMac Corp., as the servicer and administrator, and Credit Suisse First Boston Mortgage Capital LLC, as administrative agent; and (ii) a Series 2022-FT1 indenture supplement, dated as of June 28, 2022, to the base indenture, dated as of December 20, 2017 (the “Term Notes Indenture Supplement”).
The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the other descriptions and the full text of the agreements and amendments in the following: (i) the Indenture Amendment attached hereto as Exhibit 10.1; (ii) the Term Notes Indenture Supplement attached hereto as Exhibit 10.2; (iii) the full text of Amendment No. 4, dated as of March 30, 2021, to the Base Indenture as filed in the Company’s Form 8-K on March 31, 2021 as Exhibit 10.1; (iv) the full text of Amendment No. 3, dated as of October 20, 2020, to the Base Indenture as filed in the Company’s Form 10-Q on November 6, 2020 as Exhibit 10.6; (v) the full text of Amendment No. 2, dated as of July 31, 2020, to the Base Indenture as filed in the Company’s Form 10-Q on August 7, 2020 as Exhibit 10.7; (vi) the full text of Amendment No. 1, dated as of April 25, 2018, to the Base Indenture as filed in the Company’s Form 8-K on April 30, 2018 as Exhibit 10.1; and (vii) the full text of the Base Indenture, dated as of December 20, 2017, which has been filed with the Company’s Current Report on Form 8-K as filed with the SEC on December 27, 2017 as Exhibit 10.1.