PennyMac Financial Services, Inc 8-K, filed Jun 10, 2020
PennyMac Financial Services, Inc. (PFSI)
About this 8-K
PennyMac Financial Services, Inc filed this 8-K on June 10, 2020.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 10, 2020
PennyMac Financial Services, Inc.
(formerly known as New PennyMac Financial Services, Inc.)
(Exact name of registrant as specified in its charter)
| Delaware | 001-38727 | 83-1098934 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| 3043 Townsgate Road, Westlake Village, California | 91361 |
| (Address of principal executive offices) | (Zip Code) |
(818) 224-7442
(Registrant’s telephone number, including area code)
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:
¨ 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 | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.0001 par value | PFSI | 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 June 10, 2020, the Board of Directors of PennyMac Financial Services, Inc. (the “Company”) approved an increase to the Company’s common stock repurchase authorization from $50 million to $500 million, including approximately $31 million remaining under the initial stock repurchase authorization. The stock repurchase authorization does not require the Company to purchase a specific number of shares, and the timing and amount of any shares repurchased are based on market conditions and other factors, including price, regulatory requirements and capital availability. Stock repurchases may be effected through privately negotiated transactions or open market purchases in accordance with applicable rules and regulations. The stock repurchase authorization does not have an expiration date but may be suspended, modified or discontinued at any time without prior notice.
Also on June 10, 2020, the Company entered into a privately negotiated transaction with The BlackRock Foundation under the revised stock repurchase authorization to repurchase 6,975,323 shares of the Company’s common stock at a purchase price equal to $34 per share. Following this transaction, approximately $244 million remains under the revised stock repurchase authorization.
A copy of the press release discussing the stock repurchase authorization and the privately negotiated repurchase is further attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | PennyMac Financial Services, Inc. Increases Stock Repurchase Program to $500 Million and Announces $237 Million repurchase from The BlackRock Foundation | |
SIGNATURE
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.
| PENNYMAC FINANCIAL SERVICES, INC. | |
| Dated: June 10, 2020 | /s/ Andrew S. Chang |
|
Andrew S. Chang Senior Managing Director and Chief Financial Officer |
Exhibit 99.1
| Investors | |
| Isaac Garden | |
| (818) 264-4907 |
PennyMac Financial Services, Inc. Increases Stock Repurchase Program to $500 Million and Announces $237 Million Repurchase from The BlackRock Foundation
Westlake Village, CA, June 10, 2020 – PennyMac Financial Services, Inc. (NYSE: PFSI) announced that its Board of Directors has approved the repurchase of 6,975,323 shares of common stock, representing the remaining PFSI shares owned by The BlackRock Foundation, at a price of $34 per share. In conjunction with this transaction, PFSI’s Board also approved an increase to its stock repurchase authorization from $50 million to $500 million of outstanding common stock, including approximately $31 million remaining under the initial stock repurchase authorization. Following completion of the transaction, PFSI will have up to $244 million remaining authorization for future repurchases.
“We are excited to announce this transaction which completes the divestment by The BlackRock Foundation from PFSI,” said President and CEO David Spector. “The Company is able to deploy a portion of its excess capital in a transaction that we expect to generate superior returns on equity and to be significantly accretive to PFSI’s earnings per share. Furthermore, the increase in the repurchase authorization allows us to pursue additional opportunistic repurchases of PFSI shares in the future.”
PennyMac was founded in 2008 with initial investments from BlackRock, HC Partners and the Company’s founding management. In February, BlackRock announced the transfer of its entire ownership stake in PFSI to two charitable entities and the subsequent sale of 7.8 million shares. With the transaction announced today, The BlackRock Foundation has completed the sale of all of its remaining interest. Following this transaction, approximately 22% of PFSI is owned by HC Partners, and 23% is owned by PFSI’s executive officers and directors.
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About PennyMac Financial Services, Inc.
PennyMac Financial Services, Inc. is a specialty financial services firm with a comprehensive mortgage platform and integrated business focused on the production and servicing of U.S. mortgage loans and the management of investments related to the U.S. mortgage market.
Founded in 2008, the company is recognized as a leader in the U.S. residential mortgage industry. In 2019, PennyMac Financial’s production of newly originated loans totaled $118 billion in unpaid principal balance, making it the third largest mortgage lender in the nation, according to Inside Mortgage Finance. As of March 31, 2020, PennyMac Financial serviced loans totaling $384.2 billion in unpaid principal balance, making it the sixth largest servicer of mortgage loans in the nation, according to Inside Mortgage Finance.
Additional information about PennyMac Financial Services, Inc. is available at www.ir.pennymacfinancial.com.
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