PennyMac Mortgage Investment Trust Upsizes and Prices Private Placement of $300 Million of Exchangeable Senior Notes

PennyMac Mortgage Investment Trust (NYSE: PMT) (“PMT” or the “Company”) today announced the upsizing and pricing of a private offering by its indirect wholly-owned subsidiary, PennyMac Corp., of $300 million aggregate principal amount of its Exchangeable Senior Notes due 2026 (the “Notes”). The size of the offering was increased from the previously announced $200 million aggregate principal amount. The initial purchasers have a 13-day option to purchase up to an additional $45 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 March 5, 2021.

The Notes will bear interest at a rate of 5.500% per year, payable semiannually. The Notes will be fully and unconditionally guaranteed by PMT and exchangeable for cash, PMT’s common shares of beneficial interest (“Common Shares”) or a combination thereof, at PennyMac Corp.’s election. The exchange rate will initially equal 46.1063 Common Shares per $1,000 principal amount of Notes, which is equivalent to an initial exchange price of approximately $21.69 per Common Share. The initial exchange price is approximately 15% above the $18.86 per Common Share closing price of PMT’s Common Shares on the New York Stock Exchange on March 2, 2021. 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 March 15, 2026 unless repurchased or exchanged in accordance with their terms prior to such date.

The net proceeds from the offering are intended to be used for PMT’s general business purposes, including funding the correspondent production and investment activity of PMT and its subsidiaries, which may include investments in mortgage servicing rights, as well as the repayment of indebtedness and working capital.

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.