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EX-99.1 - EXHIBIT 99.1 - PennyMac Financial Services, Inc.tm2022332d1_ex99-1.htm

 

 

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 8.01Other 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