-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bcok2Bg+3PLOEmNceQQzgZJ0d60d+bmCHh8uC5sUr23SWkn7TcXfwurj1PA8Dg9G mIK1qcgJEZ0Np5irzNWXYA== 0001104659-09-045175.txt : 20090914 0001104659-09-045175.hdr.sgml : 20090914 20090728122500 ACCESSION NUMBER: 0001104659-09-045175 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090728 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PennyMac Mortgage Investment Trust CENTRAL INDEX KEY: 0001464423 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 270186273 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 27001 AGOURA ROAD STREET 2: THIRD FLOOR CITY: CALABASAS STATE: CA ZIP: 91301 BUSINESS PHONE: (818) 224-7442 MAIL ADDRESS: STREET 1: 27001 AGOURA ROAD STREET 2: THIRD FLOOR CITY: CALABASAS STATE: CA ZIP: 91301 CORRESP 1 filename1.htm

 

PENNYMAC MORTGAGE INVESTMENT TRUST

27001 AGOURA ROAD, THIRD FLOOR

CALABASAS, CALIFORNIA 91301

 

VIA EDGAR AND FACSIMILE

 

Thomas Kluck

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

 

July 28, 2009

 

Re:                               PennyMac Mortgage Investment Trust (the “Registrant”)

Registration Statement on Form S-11 (File No. 333-159460)

 

Dear Mr. Kluck:

 

Pursuant to Rule 461 and Rule 430A under the Securities Act of 1933, as amended, the Registrant hereby requests acceleration of the registration statement on Form S-11 (File No. 333-159460), at 4:00 p.m. Eastern Time on July 29, 2009, or as soon as practicable thereafter.  By separate letter, the underwriters of the issuance of the securities being registered have joined in this request for acceleration.

 

In connection with this request, the Registrant acknowledges that:

 

(1)  should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 

(2)  the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 

(3)  the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 


 

 

Very truly yours,

 

 

 

PennyMac Mortgage Investment Trust

 

 

 

 

 

By:

/s/ Anne D. McCallion

 

Name:

Anne D. McCallion

 

Title:

Chief Financial Officer and Treasurer

 


 

 

Global Markets & Investment Banking

 

 

 

One Bryant Park

 

New York, New York 10036

 

 

 

646-855-6765

 

 

 

July 28, 2009

 

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

Re:

 

PennyMac Mortgage Investment Trust

 

 

Registration Statement No. 333-159460

 

Gentlemen:

 

We hereby join the company in requesting that the effective date for the registration statement referred to above be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on July 29, 2009, or as soon thereafter as possible, pursuant to Rule 430A.

 

The underwriters of the above issue were advised by invitation wire and in subsequent underwriting papers that they must comply with the provisions of SEC Release No. 33- 4968 of the 1933 Act and Rule 15c2-8 under the 1934 Act.  Copies of the preliminary prospectus have been or will be made available in sufficient time for distribution to all prospective purchasers no less than 48 hours prior to the time it is expected confirmations will be mailed.  The undersigned, as joint-lead managers, have and will, and each underwriter and each dealer has advised the undersigned that it has and will comply with Release No. 33-4968 of the 1933 Act and Rule 15c2-8 under the 1934 Act.

 


 

In connection with the foregoing and pursuant to Rule 460 please be advised that the undersigned have effected approximately the following distribution of copies of the Preliminary Prospectus dated July 16, 2009.

 

N.Y.S.E.

 

1

 

Financial Services and Publications

 

10

 

FINRA

 

5

 

Underwriters

 

5,290

 

Dealers

 

32

 

Individuals & Corporations

 

1,097

 

MLPF&S Inc. Branch Offices

 

2,013

 

 

 

8,448

 Copies

 

 

Very truly yours,

 

 

 

 

 

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED CREDIT SUISSE SECURITIES (USA) LLC

 

 

DEUTSCHE BANK SECURITIES INC.

 

 

As Representatives

 

 

 

 

 

BY: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

 

 

 

 

 

By:

/s/ Palma Mazzolla

 

 

 

Palma Mazzolla

 

 

 

Authorized Signatory

 

 

2

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