Current Report Filing (8-k)
May 09 2019 - 04:28PM
Edgar (US Regulatory)
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 6, 2019
PennyMac Mortgage Investment Trust
(Exact name of registrant as specified in its 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 incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3043 Townsgate Road, Westlake Village, California
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91361
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (818)
224-7442
Not Applicable
(Former name or former address, if changed since last report.)
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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act
(17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b) under
the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c) under
the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this
chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§ 240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered
pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of Each Class
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Trading
Symbol(s)
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Name of Each Exchange
on Which Registered
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8.125% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value
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PMT/PA
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New York Stock Exchange
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8.00% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value
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PMT/PB
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New York Stock Exchange
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Common Shares of Beneficial Interest, $0.01 par value
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PMT
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New York Stock Exchange
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Item 8.01 Other Events.
On May 6, 2019, PennyMac Mortgage Investment Trust, a Maryland real estate investment trust (the Company), PennyMac Operating
Partnership, L.P., a Delaware limited partnership and the operating partnership of the Company (in such capacity, the Operating Partnership), and PNMAC Capital Management, LLC, a Delaware limited liability company and the manager of the
Company (in such capacity, the Manager), entered into a Purchase Agreement (the Purchase Agreement) with Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan
Securities LLC and Barclays Capital Inc. (each, an Underwriter and collectively, the Underwriters), relating to the issuance and sale by the Company, and the purchase by the Underwriters, severally, of 8,000,000 common shares
of beneficial interest, par value $0.01 per share (the Common Shares), at a purchase price of $20.92 per share (before expenses). Pursuant to the Purchase Agreement, the Company granted the Underwriters a
30-day
option to purchase up to an additional 1,200,000 Common Shares. The offering closed on May 9, 2019 and the Company received net proceeds from the offering of approximately $167.0 million,
after deducting the Companys estimated expenses. If the Underwriters exercise their option to purchase additional Common Shares during the
30-day
option period, the Company will receive additional net
proceeds of up to approximately $25.1 million.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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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Dated: May 9, 2019
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PENNYMAC MORTGAGE INVESTMENT TRUST
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By:
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/s/ Andrew S. Chang
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Name:
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Andrew S. Chang
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Title:
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Senior Managing Director and Chief Financial Officer
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