false 0001464423 0001464423 2019-11-04 2019-11-04 0001464423 us-gaap:CommonStockMember 2019-11-04 2019-11-04 0001464423 pmt:SeriesAAndBPreferredStockMember 2019-11-04 2019-11-04 0001464423 us-gaap:SeriesBPreferredStockMember 2019-11-04 2019-11-04










Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 4, 2019


PennyMac Mortgage Investment Trust

(Exact name of Registrant as Specified in Its Charter)






(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)




3043 Townsgate Road

Westlake Village, California



(Address of Principal Executive Offices)


(Zip Code)

Registrant’s 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 (see General Instructions A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange on which registered

Common Shares of Beneficial Interest, $0.01 par value




New York Stock Exchange

8.125% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value




New York Stock Exchange

8.00% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value




New York Stock Exchange

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. 





Item 8.01

Other Events.

On November 4, 2019, PennyMac Mortgage Investment Trust (“PMT”) issued a press release announcing that its indirect wholly-owned subsidiary, PennyMac Corp., plans to make a private offering of $200 million aggregate principal amount of its Exchangeable Senior Notes due 2024 (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 PennyMac Corp. The net proceeds from the offering are intended to be used for PMT’s general business purposes, including funding the investment activity of PMT and its subsidiaries, which may include investments in credit risk transfer securities, mortgage servicing rights, mortgage-backed securities and new products such as home equity lines of credit or prime, non-qualified mortgage loans, as well as the repayment of indebtedness and working capital. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Neither the Notes nor PMT’s common shares of beneficial interest (the “Common Shares”) issuable upon exchange of the Notes will be registered under the Securities Act of 1933, as amended (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 Current Report on Form 8 K 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.

Item 9.01

Financial Statements and Exhibits.

(d)  Exhibits.


Exhibit No.





Press Release, dated November 4, 2019


Cover Page Interactive Data File (embedded within the Inline XBRL document)





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.






Dated:  November 4, 2019

/s/ Andrew S. Chang


Andrew S. Chang

Senior Managing Director and Chief Financial Officer