MOORPARK, Calif.--(BUSINESS WIRE)--
PennyMac Mortgage Investment Trust (NYSE: PMT) (“PMT”) today announced
the pricing of a private offering by its indirect wholly-owned
subsidiary, PennyMac Corp., of $200 million aggregate principal amount
of its Exchangeable Senior Notes due 2020 (the “Notes”). The initial
purchasers have a 30-day option from the date of the offering to
purchase up to an additional $50 million aggregate principal amount of
Notes from PennyMac Corp. 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. Settlement of the offering is subject to customary
closing conditions and is expected to occur on April 30, 2013.
The Notes will bear interest at a rate of 5.375% per year, payable
semiannually. The Notes will be fully and unconditionally guaranteed by
PMT and exchangeable for PMT’s common shares of beneficial interest
(“Common Shares”) at any time until the close of business on the second
scheduled trading day immediately preceding the maturity date. The
exchange rate will initially equal 33.5149 Common Shares per $1,000
principal amount of Notes, which is equivalent to an initial exchange
price of approximately $29.84 per Common Share. The initial exchange
price is approximately 25% above the $23.87 per Common Share closing
price of PMT’s Common Shares on the New York Stock Exchange on April 24,
2013. The Notes will be PennyMac Corp.’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 Notes
will mature on May 1, 2020 unless repurchased or exchanged in accordance
with their terms prior to such date.
The net proceeds from the offering are intended to be used to fund the
business and investment activities of PMT and its subsidiaries, which
may include the acquisition of distressed mortgage loans or other
investments; the funding of the continued growth of its correspondent
lending business, including the purchase of jumbo loans; the repayment
of other indebtedness; and for general corporate 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 that invests primarily in residential mortgage loans and
mortgage-related assets. PMT trades on the New York Stock Exchange under
the symbol “PMT” and is externally managed by PNMAC Capital Management,
LLC, a wholly owned subsidiary of Private National Mortgage Acceptance
Company, LLC.
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, PMT’s financial
results, future operations, business plans and investment strategies, as
well as industry and market conditions, all of which are subject to
change. Words like “believe,” “expect,” “anticipate,” “promise,” “plan,”
and other expressions or words of similar meanings, as well as future or
conditional verbs such as “will,” “would,” “should,” “could,” or “may”
are generally intended to identify forward-looking statements. Actual
results and operations for any future period may vary materially from
those projected herein and from past results discussed herein. Factors
which could cause actual results to differ materially from historical
results or those anticipated include, but are not limited to: changes in
general business, economic, market and employment conditions from those
expected; continued declines in residential real estate and disruption
in the U.S. housing market; the availability of, and level of
competition for, attractive risk-adjusted investment opportunities in
residential mortgage loans and mortgage-related assets that satisfy
PMT’s investment objectives and investment strategies; changes in PMT’s
investment or operational objectives and strategies, including any new
lines of business; the concentration of credit risks to which PMT is
exposed; the availability, terms and deployment of short-term and
long-term capital; unanticipated increases in financing and other costs,
including a rise in interest rates; the performance, financial condition
and liquidity of borrowers; increased rates of delinquency or decreased
recovery rates on PMT’s investments; increased prepayments of the
mortgage and other loans underlying PMT’s investments; changes in
regulations or the occurrence of other events that impact the business,
operation or prospects of government sponsored enterprises; changes in
government support of homeownership; changes in governmental
regulations, accounting treatment, tax rates and similar matters; and
PMT’s ability to satisfy complex rules in order to qualify as a REIT for
U.S. federal income tax purposes. 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 PMT with the
Securities and Exchange Commission from time to time. PMT 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.
PennyMac Mortgage Investment Trust
Media
Kevin
Chamberlain
(818) 746-2877
or
Investors
Christopher
Oltmann
(818) 746-2046
Source: PennyMac Mortgage Investment Trust