SEC Comment Letter for PennyMac Mortgage Investment Trust (PMT, PMTU, PMTV, PMTW, PMT-PA, PMT-PB, PMT-PC) (CIK 0001464423) (PMT) — Jul 12, 2009
PennyMac Mortgage Investment Trust (PMT, PMTU, PMTV, PMTW, PMT-PA, PMT-PB, PMT-PC) (CIK 0001464423)
Date: July 12, 2009 · CIK: 0001464423 · Accession: 0000000000-09-036769
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-159460
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-7010 DIVISION OF CORPORATION FINANCE Mail Stop 3010 July 10, 2009 Jeff Grogin Chief Legal Officer and Secretary PNMAC Capital Management, LLC 27001 Agoura Road, Third Floor Calabasas, California 91301 Re: PennyMac Mortgage Investment Trust Amendment No. 1 to Registration Statement on Form S-11 Filed June 24, 2009 File No. 333-159460
Dear Mr. Grogin:
We have reviewed your filing and have the following comments. Where indicated, we think you should re vise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your explanation. In some of our comments, we may ask you to provi de us with additional information so we may better understand your disclosure. After reviewing this inform ation, we may or may not raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
General
1. We note your response to prior comment 4, as well as your related disclosure. Please revise your prior performance ta bles to present the information in accordance with Tables I, II, and III of Guide 5. Please in clude separate tables for experience in raising and investing funds , compensation to sponsor, and operating results of prior programs. Please advise us of any line items in the tables of Guide 5 that you believe are not applicable.
Mr. Jeff Grogin PNMAC Capital Management, LLC July 10, 2009 Page 2
Prospectus Summary
Our Organizational Structure, page 11 2. In the chart, please disclose the control persons of Private National Mortgage Acceptance Company, LLC.
Risk Factors
Publicity and media attenti on concerning litigation and investigations involving Countrywide …, page 27 3. We note your added disclosure. Please di sclose whether these “two other former executives” are affiliated with you. If th ey are affiliated, please disclose the capacity in which they are affiliated. Business
Our Investment Strategy, page 92 4. We note your response to prior comment 26 and your revised disclosure. Please disclose the sources of your investme nt opportunities in non U.S. government agency RMBS, other MBS and other assets. Historical Performance, page 101
5. In your narrative disclosure on page 101, please note any material differences between your objectives and/or strategies and the objectiv es and/or strategies of the PennyMac funds. For example, we note that the PennyMac funds use no leverage, whereas you plan to use substantial leverage. 6. We note your disclosure on page 101 that, “The PennyMac funds have substantially similar invest ment objectives and strategies as we do.” Since your investment objectives are similar to these other programs, please revise the tables to identify each program and provide sepa rately the information for each program. 7. Please disclose whether any of the prio r programs have experienced any major adverse business developments or conditi ons. If they have, please explain. See Item 8.A.2 of Guide 5.
Mr. Jeff Grogin PNMAC Capital Management, LLC July 10, 2009 Page 3
8. We note that you disclose “Income generated from operations” in Table I. Please revise to disclose the “Dollar amount of cash generated from operations before deducting payments” to PCM and Affiliates similar to the information required in Table II of Guide 5. 9. We note your disclosure in footnote (1) to Table I that, “Both of these investment funds have the ability to raise additio nal capital commitments.” Please clearly indicate whether the offering for each progr am has closed. If the offerings are closed, please include the disclosure required in Table I of Guide 5. 10. In footnote 7 of Table I, please br eak out the amount of fees verses reimbursement costs.
Certain Relationships and Re lated Transactions, page 129
11. For each transaction, please disclose the basis in which each person is a related person and disclose, as applicable, the rela ted person’s interest in the transaction. Refer to Item 404(a) of Regulation S-K.
Item 36. Financial Statements and Exhibits, page II-3 Exhibit 8.1
12. We note from the fourth paragraph that counsel has assumed that the information presented in the Registration Statement “accurately and completely describes all material facts relevant to the Offering a nd [counsel’s] opinion.” Since counsel is providing an opinion to this end (that the Registration St atement includes “a fair and accurate summary of the material U.S. federal income tax consequences”), it is not appropriate to provide this as an assumption. Please revise.
* * * * *
As appropriate, please amend your regist ration statement in response to these comments. You may wish to provide us w ith marked copies of the amendment to expedite our review. Please furnish a cove r letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understa nd that we may have additional comments after reviewing your amendment and responses to our comments.
Mr. Jeff Grogin PNMAC Capital Management, LLC July 10, 2009 Page 4
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the sta ff to be certain that they have provided all information investors require for an info rmed decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comments, in the ev ent the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request , acknowledging that:
• should the Commission or the staff, acti ng pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
• the company may not assert staff comment s and the declaration of effectiveness as a defense in any proceeding initiat ed by the Commission or any person under the federal securities laws of the United States. In addition, please be advi sed that the Division of En forcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of th e fact that those reque sting acceleration are aware of their respective re sponsibilities under the S ecurities Act of 1933 and the Securities Exchange Act of 1934 as they rela te to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acce leration of the effective date. We direct your attention to Rules 46 0 and 461 regarding requesting acceleration of a registration statement. Please allow ad equate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date.
Mr. Jeff Grogin PNMAC Capital Management, LLC July 10, 2009 Page 5
You may contact Jonathan Wiggins at (202) 551-3694 or Dan Gordon, Accounting Branch Chief, at (202) 551-3486 if you have questions regarding comments on the financial statements and related matters. Please contact Angela McHale at (202) 551-3402 with any other questions. If you requi re further assistance you may contact me at (202) 551-3233. S i n c e r e l y , T o m K l u c k B r a n c h C h i e f cc: Via Facsimile
J. Gerard Cummins Sidley Austin LLP (212) 839-5599
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
Mail Stop 3010
July 10, 2009
Jeff Grogin Chief Legal Officer and Secretary PNMAC Capital Management, LLC 27001 Agoura Road, Third Floor Calabasas, California 91301
Re: PennyMac Mortgage Investment Trust
Amendment No. 1 to Registration Statement on Form S-11 Filed June 24, 2009 File No. 333-159460
Dear Mr. Grogin:
We have reviewed your filing and have the following comments. Where
indicated, we think you should re vise your document in response to these comments. If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary. Please be as deta iled as necessary in your explanation. In
some of our comments, we may ask you to provi de us with additional information so we
may better understand your disclosure. After reviewing this inform ation, we may or may
not raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or on any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.
General
1. We note your response to prior comment 4, as well as your related disclosure.
Please revise your prior performance ta bles to present the information in
accordance with Tables I, II, and III of Guide 5. Please in clude separate tables for
experience in raising and investing funds , compensation to sponsor, and operating
results of prior programs. Please advise us of any line items in the tables of Guide
5 that you believe are not applicable.
Mr. Jeff Grogin
PNMAC Capital Management, LLC July 10, 2009
Page 2
Prospectus Summary
Our Organizational Structure, page 11
2. In the chart, please disclose the control persons of Private National Mortgage
Acceptance Company, LLC.
Risk Factors
Publicity and media attenti on concerning litigation and investigations involving
Countrywide …, page 27
3. We note your added disclosure. Please di sclose whether these “two other former
executives” are affiliated with you. If th ey are affiliated, please disclose the
capacity in which they are affiliated.
Business
Our Investment Strategy, page 92
4. We note your response to prior comment 26 and your revised disclosure. Please
disclose the sources of your investme nt opportunities in non U.S. government
agency RMBS, other MBS and other assets.
Historical Performance, page 101
5. In your narrative disclosure on page 101, please note any material differences
between your objectives and/or strategies and the objectiv es and/or strategies of
the PennyMac funds. For example, we note that the PennyMac funds use no leverage, whereas you plan to use substantial leverage.
6. We note your disclosure on page 101 that, “The PennyMac funds have
substantially similar invest ment objectives and strategies as we do.” Since your
investment objectives are similar to these other programs, please revise the tables
to identify each program and provide sepa rately the information for each program.
7. Please disclose whether any of the prio r programs have experienced any major
adverse business developments or conditi ons. If they have, please explain. See
Item 8.A.2 of Guide 5.
Mr. Jeff Grogin
PNMAC Capital Management, LLC July 10, 2009
Page 3
8. We note that you disclose “Income generated from operations” in Table I. Please
revise to disclose the “Dollar amount of cash generated from operations before
deducting payments” to PCM and Affiliates similar to the information required in Table II of Guide 5.
9. We note your disclosure in footnote (1) to Table I that, “Both of these investment
funds have the ability to raise additio nal capital commitments.” Please clearly
indicate whether the offering for each progr am has closed. If the offerings are
closed, please include the disclosure required in Table I of Guide 5.
10. In footnote 7 of Table I, please br eak out the amount of fees verses
reimbursement costs.
Certain Relationships and Re lated Transactions, page 129
11. For each transaction, please disclose the basis in which each person is a related
person and disclose, as applicable, the rela ted person’s interest in the transaction.
Refer to Item 404(a) of Regulation S-K.
Item 36. Financial Statements and Exhibits, page II-3
Exhibit 8.1
12. We note from the fourth paragraph that counsel has assumed that the information
presented in the Registration Statement “accurately and completely describes all
material facts relevant to the Offering a nd [counsel’s] opinion.” Since counsel is
providing an opinion to this end (that the Registration St atement includes “a fair
and accurate summary of the material U.S. federal income tax consequences”), it is not appropriate to provide this as an assumption. Please revise.
* * * * *
As appropriate, please amend your regist ration statement in response to these
comments. You may wish to provide us w ith marked copies of the amendment to
expedite our review. Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please understa nd that we may have
additional comments after reviewing your amendment and responses to our comments.
Mr. Jeff Grogin
PNMAC Capital Management, LLC July 10, 2009
Page 4
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have provided all
information investors require for an info rmed decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request , acknowledging that:
• should the Commission or the staff, acti ng pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;
• the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and
• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.
In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as a confirmation of th e fact that those reque sting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement. We will act on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement. Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date.
Mr. Jeff Grogin
PNMAC Capital Management, LLC July 10, 2009
Page 5
You may contact Jonathan Wiggins at (202) 551-3694 or Dan Gordon,
Accounting Branch Chief, at (202) 551-3486 if you have questions regarding comments
on the financial statements and related matters. Please contact Angela McHale at (202) 551-3402 with any other questions. If you requi re further assistance you may contact me
at (202) 551-3233.
S i n c e r e l y , T o m K l u c k B r a n c h C h i e f
cc: Via Facsimile
J. Gerard Cummins Sidley Austin LLP (212) 839-5599