WESTLAKE VILLAGE, CALIFORNIA – (BUSINESS WIRE) – PennyMac Financial Services, Inc. (NYSE: PFSI) (the “Company”) announced today that it has received consents (the “Consent Consent”) from the holders of its (i) 5.375% Senior Notes due 2025 (the “Bonds 2025”) and (ii) 4.250% Senior Notes maturing in 2029 (the “Bonds 2029” and together with the 2025 Bonds, the “Bonds”) adopting proposed changes (the “Proposed Changes”) to the Bonds the Notes (the “Agreements”) to align the Restricted Payments Definitions and the Eligible Investments definitions in the applicable Contract with the Restricted Payments and “Eligible Investments” definitions in the 5.75% Agreements Senior of the Company includes Notes due 2031 that were issued on September 16, 2021 (the “2031 Bond”). The consistency of the definition of restricted payments in the applicable contract and “eligible investments” with the definition of restricted payments and “eligible investments” in Annex Contract 2031 will make the restricted payments contract in the Company’s bonds closely related to other recent peers in the industry senior notes issued and current market standards and will align dollar-denominated baskets in the definition of “Eligible Investments” across the Company’s bonds, but with no additional limited payment capacity and less than $ 1.0 million in additional eligible investments lead capacity to the last test date (June 30, 2021).
The declarations of consent are made in accordance with a declaration of consent dated September 27, 2021 (in the “Declaration of Consent Declaration” which is changed or supplemented from time to time). Each consent solicitation began today and ends on October 5, 2021 at 5:00 p.m. New York time, unless the Company renews it (any date and time that may be renewed are referred to as the “Expiration Time”). Only holders of the relevant Notes after 5:00 p.m. New York time on September 24, 2021 (such date and time, including date and time, may be changed by the Company from time to time) will be entitled to the proposed changes pursuant to to agree to the valid declaration of consent.
The proposed changes will be set out in Supplementary Notes relating to the Notes and will be further described in the Declaration of Consent. In order to change any of the bonds, the Company must obtain the consent of the holders (as of the Effective Date) who hold the majority of the total outstanding amount (excluding any debt securities owned by the Company or any of its affiliates) of any such series of debt securities (in With regard to such series, the “required consents”).
With respect to each Consent, the Company will pay within three business days of the deadline, provided all applicable conditions for the Consents, as described in the Consent Form, have been met or waived, (i) to holders of the 2025 Bonds who have a Provide consent and for which the appropriate required consents have been given and have not been validly revoked for the 2025 bonds, a cash payment of $ 2.50 per $ 1,000 face value of the 2025 bonds for which those consents were prior to the applicable expiration date and will not be effectively revoked by such holders as total consideration for such consent (the “2025 Consent Fee”) and (ii) to holders of the 2029 Bonds who give consent and for whom the appropriate required consents have been given and for the 2029- Bonds not effectively revoked, a cash payment of $ 2.50 per US $ 1,000 D Nominal amount of the 2029 bonds for which such consents were granted validly served before the applicable expiration time and not validly revoked by these holders as aggregate consideration for such consent (the “2029 Consent Fee” and, together with the 2025 Consent Fee, the “Consent Fee”). No consent fees will be paid to holders of Notes for which the Required Consents have been obtained, unless such holder gives consent in accordance with the terms of the declaration of consent prior to the applicable Expiration Time. The execution of each declaration of consent depends on the receipt of the corresponding necessary consents for the other declaration of consent.
Subject to applicable law, the Company reserves the right, in its sole discretion, to (i) extend, terminate or withdraw consent forms at any time, (ii) extend the expiry time for one declaration of consent without affecting the expiry time for the other consent forms, or (iii) Modify the consent forms in any way, including waiving any or all of the terms of the consent forms set out in the consent form, at any time and from time to time. The Company also reserves the right, in its sole discretion, not to accept deliveries of consents relating to the Notes. The company only makes the declarations of consent in the jurisdictions in which it is legal.
Credit Suisse Securities (USA) LLC acts as the solicitation agent for the Consent Solicitations and can be contacted at Credit Suisse Securities (USA) LLC, Attn: Liability Management Group, Collect: (212) 325-2476 or US Toll Free: (800.) 820-1653, with questions about the consent solicitations.
Copies of the informed consent are available to bondholders from DF King & Co., Inc., the informed consent agent. Requests for copies of the declaration of consent should be directed to DF King at +1 (866) 745-0269 (toll-free), +1 (212) 269-5550 (collecting) or [email protected]
Neither the declarations of consent nor related documents have been filed with the SEC, nor have any such documents been filed with or reviewed by any state or state securities or regulatory agency. No government agency has disclosed the accuracy or adequacy of the informed consent form or related documents, and it is illegal and may constitute a criminal offense to provide any information to the contrary.
The declarations of consent are made exclusively under the conditions set out in the declaration of consent. Under no circumstances does this press release constitute an offer to buy or the solicitation of an offer to sell any of the bonds or other securities of the Company or any of its affiliates would not be compatible with the securities or blue sky laws of these jurisdictions, and the Company will not accept declarations of consent from them. This press release is also not an invitation to approve the proposed changes to the bonds. No recommendation is made as to whether the holders should give their consents in relation to the Notes. Owners should read the consent form carefully as it contains important information, including the various terms of the consent forms.
About PennyMac Financial Services, Inc.
PennyMac Financial Services, Inc. is a specialized financial services company focused on the production and servicing of US mortgage loans and the management of assets related to the US mortgage market.
Founded in 2008, the company is considered a leader in the US mortgage industry and employs approximately 7,300 people across the country. For the twelve months ended June 30, 2021, PennyMac Financial’s new loan production totaled $ 252 billion in unpaid principal, making it the second largest mortgage lender in the country. In June 2021, PennyMac Financial serviced a total of $ 473 billion in loans.
Cautionary Note Regarding Forward-Looking Statements
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, forecasts and assumptions, including, but not limited to, the anticipated timing and approval fees for the declarations of consent. Words such as “believe”, “expect”, “anticipate”, “promise”, “project”, “plan” and other expressions or words with a similar meaning as well as future or conditional verbs such as “want”, “would”, “should” “,” Could “or” may “generally serve to identify forward-looking statements.
The forward-looking statements contained in this press release speak only as of the date of this release. While the expectations in the forward-looking statements are based on the company’s current beliefs and expectations, care should be taken not to place undue reliance on such forward-looking statements, as such statements speak only as of the date of this release. The company undertakes no obligation to publicly update or revise any forward-looking statements or other information contained herein, and the statements made in this press release speak only as of the date of this press release.