PennyMac Monetary Companies, Inc. Declares Graduation of Consent Solicitations for Every of Its 5.375% Senior Notes due 2025 and its 4.250% Senior Notes due 2029
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WESTLAKE VILLAGE, Calif.–(BUSINESS WIRE)–
PennyMac Monetary Companies, Inc. (NYSE: PFSI) (the “Firm”) immediately introduced that it’s soliciting consents (the “Consent Solicitations”) from the holders of its (i) 5.375% Senior Notes due 2025 (the “2025 Notes”) and (ii) 4.250% Senior Notes due 2029 (the “2029 Notes” and along with the 2025 Notes, the “Notes”) for the adoption of proposed amendments (the “Proposed Amendments”) to the indentures governing the Notes (the “Indentures”) to adapt the restricted funds covenant and the “permitted investments” definition included within the relevant Indenture to the restricted funds covenant and “permitted investments” definition, respectively, contained within the indenture governing the Firm’s 5.75% Senior Notes due 2031, which had been issued on September 16, 2021 (the “2031 Notes Indenture”). Conforming the restricted funds covenant and the “permitted investments” definition included within the relevant Indenture to the restricted funds covenant and the “permitted investments” definition, respectively, contained within the 2031 Notes Indenture will carefully align the restricted funds covenant throughout the Firm’s indentures to different latest senior observe issuances by trade friends and present market requirements and can align the dollar-denominated baskets within the “permitted investments” definition throughout the Firm’s indentures, however will end in no further restricted funds capability and fewer than $1.0 million of further permitted investments capability, in every case, as of the final testing date (June 30, 2021).
The Consent Solicitations are being made pursuant to a Consent Solicitation Assertion, dated September 27, 2021 (as could also be amended or supplemented on occasion, the “Consent Solicitation Assertion”). Every Consent Solicitation was commenced immediately and can expire at 5:00 p.m., New York Metropolis time, on October 5, 2021, except prolonged by the Firm (every such date and time, as the identical could also be prolonged, is known as the “Expiration Time”). Solely holders of the relevant Notes as of 5:00 p.m., New York Metropolis time, on September 24, 2021 (such date and time, together with as such date and time could also be modified by the Firm, on occasion, the “Report Date”) are entitled to consent to the Proposed Amendments pursuant to the relevant Consent Solicitation.
The Proposed Amendments might be set forth in supplemental indentures referring to the Notes and are described in additional element within the Consent Solicitation Assertion. To amend both Indenture, the Firm should obtain consents from holders (as of the Report Date) representing a majority in mixture principal quantity excellent (not together with any Notes that are owned by the Firm or any of its associates) of such sequence of Notes (with respect to any such sequence, the “Requisite Consents”).
With respect to every Consent Solicitation, the Firm will, inside three enterprise days of the Expiration Time, offered that each one relevant circumstances to the Consent Solicitations as described within the Consent Solicitation Assertion have been happy or waived, pay (i) to holders of the 2025 Notes who ship a consent and for which the relevant Requisite Consents have been delivered and never validly revoked for the 2025 Notes, a money fee equal to $2.50 per $1,000 principal quantity of 2025 Notes in respect of which such consents have been validly delivered previous to the relevant Expiration Time and never validly revoked by such holders as complete consideration for such consent (the “2025 Consent Payment”) and (ii) to holders of the 2029 Notes who ship a consent and for which the relevant Requisite Consents have been delivered and never validly revoked for the 2029 Notes, a money fee equal to $2.50 per $1,000 principal quantity of 2029 Notes in respect of which such consents have been validly delivered previous to the relevant Expiration Time and never validly revoked by such holders as complete consideration for such consent (the “2029 Consent Payment” and, along with the 2025 Consent Payment, the “Consent Charges”). No Consent Charges might be paid to any holder of Notes for which sequence the Requisite Consents have been obtained except such holder delivers a consent in accordance with the phrases of the Consent Solicitation Assertion previous to the relevant Expiration Time. The consummation of every Consent Solicitation is conditioned on the receipt of the relevant Requisite Consents for the opposite Consent Solicitation.
Topic to relevant regulation, the Firm reserves the suitable, in its sole discretion, to (i) prolong, terminate or withdraw the Consent Solicitations at any time, (ii) prolong the Expiration Time for one Consent Solicitation with out extending the Expiration Time for the opposite Consent Solicitation or (iii) in any other case amend the Consent Solicitations the least bit, together with waiving any or the entire circumstances to the Consent Solicitations set forth within the Consent Solicitation Assertion, at any time and on occasion. The Firm additional reserves the suitable, in its sole discretion, to not settle for any deliveries of consents with respect to the Notes. The Firm is making the Consent Solicitations solely in these jurisdictions the place it’s authorized to take action.
Credit score Suisse Securities (USA) LLC is appearing as solicitation agent for the Consent Solicitations and could be contacted at Credit score Suisse Securities (USA) LLC, Attn: Legal responsibility Administration Group, Accumulate: (212) 325-2476 or U.S. Toll Free: (800) 820-1653, with questions relating to the Consent Solicitations.
Copies of the Consent Solicitation Assertion can be found to holders of Notes from D.F. King & Co., Inc., the knowledge agent for the Consent Solicitations. Requests for copies of the Consent Solicitation Assertion must be directed to D.F. King at +1 (866) 745-0269 (toll free), +1 (212) 269-5550 (gather) or [email protected]
Neither the Consent Solicitations nor any associated paperwork have been filed with the U.S. Securities and Change Fee, nor have any such paperwork been filed with or reviewed by any federal or state securities fee or regulatory authority of any nation. No authority has handed upon the accuracy or adequacy of the Consent Solicitation Assertion or any associated paperwork, and it’s illegal and could also be a felony offense to make any illustration on the contrary.
The Consent Solicitations are being made solely on the phrases and circumstances set forth within the Consent Solicitation Assertion. Not at all shall this press launch represent a proposal to purchase or the solicitation of a proposal to promote the Notes or some other securities of the Firm or any of its associates. The Consent Solicitations usually are not being made to, nor will the Firm settle for deliveries of consents from, holders in any jurisdiction by which the Consent Solicitations or the acceptance thereof wouldn’t be in compliance with the securities or blue sky legal guidelines of such jurisdiction. This press launch additionally is just not a solicitation of consents to the Proposed Amendments to the Indentures. No suggestion is made as as to whether holders ought to ship their consents with respect to the Notes. Holders ought to rigorously learn the Consent Solicitation Assertion as a result of it comprises vital info, together with the varied phrases and circumstances of the Consent Solicitations.
About PennyMac Monetary Companies, Inc.
PennyMac Monetary Companies, Inc. is a specialty monetary providers agency centered on the manufacturing and servicing of U.S. mortgage loans and the administration of investments associated to the U.S. mortgage market.
Based in 2008, the corporate is acknowledged as a pacesetter within the U.S. residential mortgage trade and employs roughly 7,300 folks throughout the nation. For the twelve months ended June 30, 2021, PennyMac Monetary’s manufacturing of newly originated loans totaled $252 billion in unpaid principal steadiness, making it the second largest mortgage lender within the nation. As of June 30, 2021, PennyMac Monetary serviced loans totaling $473 billion in unpaid principal steadiness, making it a high ten mortgage servicer within the nation.
Cautionary Word Concerning Ahead-Trying Statements
This press launch comprises forward-looking statements throughout the which means of Part 21E of the Securities Change Act of 1934, as amended, relating to administration’s beliefs, estimates, projections and assumptions with respect to, amongst different issues, the anticipated timing and Consent Charges for the Consent Solicitations. Phrases like “imagine,” “count on,” “anticipate,” “promise,” “venture,” “plan,” and different expressions or phrases of comparable meanings, in addition to future or conditional verbs comparable to “will,” “would,” “ought to,” “might,” or “might” are usually supposed to establish forward-looking statements.
The forward-looking statements contained on this press launch converse solely as of the date hereof. Though the expectations within the forward-looking statements are primarily based on the Firm’s present beliefs and expectations, warning must be taken to not place undue reliance on any such forward-looking statements as a result of such statements converse solely as of the date hereof. The Firm undertakes no obligation to publicly replace or revise any forward-looking statements or some other info contained herein, and the statements made on this press launch are present as of the date of this launch solely.
Supply: PennyMac Monetary Companies, Inc.