UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

~~WASHINGTON,~~ SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of ~~the~~1934

~~Securities~~ Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): October 29, 2018

Date of Report (Date of earliest event reported): October 24, 2018

PennyMac Financial Services, Inc.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Delaware	001-35916	~~001~~80-~~35916~~0882793	~~80-0882793~~
(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

3043 Townsgate Road Westlake Village, California		91361
3043 Townsgate Road, Westlake Village, California	91361
(Address of Principal Executive Offices)		(Zip Code)
(Address of principal executive offices)	(Zip Code)

~~Registrant’s telephone number, including area 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:

o ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 o☐

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. o☐

~~Item 5.07 Submission of Matters to a Vote of Security Holders.~~ 

~~Stockholder~~ Item ~~Approval~~1.01 Entry ofinto ~~the~~a ~~Reorganization~~Material ~~Transaction~~Definitive Agreement.

On Repurchase ~~October 24,~~Agreement ~~2018,~~with ~~PennyMac~~Bank ~~Financial Services, Inc. (the “Company”) held a Special Meeting~~ of Stockholders (the “Special Meeting”) in Westlake Village, California at which Class A and Class B common stockholders of record as of the close of business on September 7, 2018 (the “Record Date”) were entitled to vote. The purpose of the Special Meeting was to approve the Reorganization Proposal and Adjournment Proposal, as described in the joint proxy statement and prospectus dated September 18, 2018 and furnished to stockholders for the Special Meeting.America

As On ofOctober ~~the~~29, ~~Record Date~~2018, ~~approximately~~PennyMac ~~25.2~~Financial ~~million~~Services, ~~shares~~Inc. of(the ~~Class A common stock~~“Company”), 45through ~~shares~~two of ~~Class B~~its ~~common~~indirect ~~stock~~controlled ~~and~~subsidiaries, ~~77.5~~PennyMac ~~million~~Loan ~~Class A~~Services, ~~units~~LLC of(“PLS”) and Private National Mortgage Acceptance Company, LLC (“PNMAC”), entered ~~were~~into ~~outstanding. As~~an ofAmended ~~the~~and ~~Record~~Restated ~~Date,~~Master ~~each~~Repurchase ~~holder~~Agreement, ofby ~~Class A~~and ~~units~~among Bank of ~~PNMAC~~America, ~~other~~N.A., ~~than~~as ~~the~~buyer ~~Company~~(“BANA”), ~~held~~as ~~one~~administrative ~~share~~agent, swing ofline ~~Class B~~provider, ~~common~~sole ~~stock. As~~lead ofarranger, ~~the~~sole ~~Record~~bookrunner ~~Date~~ and ~~for~~a ~~the~~buyer, Capital ~~Special Meeting~~One, ~~each~~National ~~holder~~Association, ofas ~~Class A~~a ~~common~~buyer, ~~stock~~The ~~was~~Bank ~~entitled~~of toNew ~~one~~York ~~vote~~Mellon, ~~per~~as ~~share~~a ofbuyer ~~Class A~~(collectively, ~~common~~the ~~stock~~“Syndicated ~~held~~Buyers”), PLS, byas ~~them~~seller, and ~~each~~PNMAC, ~~holder~~as ~~of Class~~guarantor B(the ~~common~~“Syndicated ~~stock~~Repurchase ~~was~~Agreement”). ~~entitled~~The toSyndicated aRepurchase ~~number~~Agreement ofamends ~~votes~~and ~~that~~restates ~~was~~the ~~equal~~terms toof ~~the~~that ~~aggregate~~certain ~~number~~master ofrepurchase ~~Class A~~agreement, ~~units~~dated as of ~~PNMAC~~March ~~held~~17, 2011, by ~~such~~and ~~holder~~among BANA, PLS, ~~without~~and ~~regard~~PNMAC. Pursuant to the ~~number~~terms of ~~shares~~the ofSyndicated ~~Class B~~Repurchase ~~common~~Agreement, ~~stock~~PLS ~~held~~may bysell ~~them. At~~to, ~~the~~and ~~Special~~later ~~Meeting~~repurchase from, ~~holders~~the ofSyndicated ~~Class~~Buyers certain Anewly ~~common~~originated ~~stock~~mortgage ~~and~~loans ~~Class B~~that ~~common~~are ~~stock~~originated ~~voted~~by ~~together~~PLS asor apurchased ~~single~~by ~~class~~it ~~and~~from ~~the~~correspondent ~~total~~sellers ~~number~~through a subsidiary of PennyMac ~~eligible~~Mortgage ~~votes~~Investment ~~was~~Trust 77(NYSE: PMT) and,~~454,925,~~ ofin ~~which~~either 70case,~~042,403~~ ~~votes,~~held by PLS pending sale and/or 90securitization.~~42%,~~ The ~~were~~obligations ~~present~~of inPLS ~~person~~under orthe Syndicated Repurchase Agreement are fully guaranteed by ~~proxy~~PNMAC and ~~constituted~~the amortgage ~~quorum~~loans are serviced by PLS. The scheduled termination date of the Syndicated Repurchase Agreement is October 28, 2019.

~~The~~ Each ~~final~~Syndicated ~~results~~Buyer ~~for~~has ~~each~~severally ofcommitted ~~the~~to ~~matters~~enter ~~submitted~~into transactions up to asuch ~~vote~~Syndicated atBuyer’s committed amount as set forth in the ~~Special~~Syndicated ~~Meeting~~Repurchase ~~were~~Agreement, aswith ~~follows:~~a maximum aggregate committed principal amount available to PLS for purchases of $500 million.

~~Reorganization~~ The ~~Proposal:~~principal ~~The~~amount ~~proposal~~paid toby ~~adopt~~BANA, ~~and~~as ~~approve~~administrative agent for the Syndicated Buyers, for each eligible mortgage loan is based upon a ~~Contribution~~percentage ~~Agreement~~of ~~and~~the ~~Plan~~least of the market value of, ~~Merger~~the unpaid principal balance of, asthe ~~amended~~purchase ~~from~~price ~~time~~paid by PLS for, or the takeout commitment price offered to ~~time~~PLS for, ~~that~~the ~~will~~mortgage ~~create~~loan. Upon the repurchase of a ~~new~~mortgage ~~holding~~loan, ~~company~~PLS ~~above~~is required to repay BANA, as administrative agent for the ~~Company~~Syndicated ~~and~~Buyers, ~~simplify~~the ~~its~~principal ~~overall~~amount ~~corporate~~related ~~structure~~to ~~was~~such ~~approved~~mortgage byloan ~~stockholders~~plus ~~(representing~~accrued interest (at ~~least~~ a ~~majority~~rate reflective of the ~~voting~~current ~~power~~market and based on LIBOR plus a margin) to the date of ~~all~~such repurchase. The Company, through PLS, is required to pay BANA, as administrative agent for the ~~issued~~Syndicated ~~and~~Buyers, a commitment ~~outstanding~~fee, ~~shares~~as ofwell ~~common~~as ~~stock~~certain ofother administrative costs and expenses associated with the ~~Company):~~Syndicated Repurchase Agreement.

For		Against		Abstain
69,908,684		45,430		88,289

The Syndicated Repurchase Agreement contains margin call provisions that provide BANA, as administrative agent for the Syndicated Buyers, with certain rights in the event of a decline in the market value of the purchased mortgage loans. Under these provisions, BANA, as administrative agent for the Syndicated Buyers, may require PLS to transfer cash and/or additional eligible mortgage loans with an aggregate market value sufficient to eliminate any margin deficit resulting from such decline.

~~Adjournment~~ The ~~Proposal:~~Repurchase ~~The~~Agreement ~~proposal~~also requires PLS to ~~approve,~~make ifcertain ~~necessary~~representations orand ~~appropriate,~~warranties ~~the~~and ~~adjournment~~to ofmaintain ~~the~~various ~~Special~~financial ~~Meeting~~and other covenants, ~~including~~which include tomaintaining ~~solicit~~(i) a ~~additional~~minimum ~~proxies~~tangible innet ~~favor~~worth ofat ~~the~~all ~~Reorganization~~times ~~Proposal,~~greater ~~was~~than ~~approved~~or byequal ~~stockholders~~to $500 million; (~~representing~~ii) a minimum in unrestricted cash and cash equivalents at ~~least~~all times greater than or equal to $40 million; and (iii) a ~~majority~~ratio of ~~the~~total ~~votes~~liabilities to ~~cast~~tangible net worth at ~~the~~all ~~Special~~times ~~Meeting,~~less ~~with~~than aor ~~quorum~~equal ~~being~~to ~~present)~~10:1. In order to enter new transactions, PLS must also maintain profitability of no less than $1.00 in any calendar quarter.

For		Against		Abstain
65,612,576		4,423,530		6,297

In addition, the Syndicated Repurchase Agreement contains events of default (subject to certain materiality thresholds and grace periods), including payment defaults, breaches of covenants and/or certain representations and warranties, cross-defaults, guarantor defaults, material adverse changes, bankruptcy or insolvency proceedings and other events of default customary for this type of transaction. The remedies for such events of default are also customary for this type of transaction and include the acceleration of the principal amount outstanding under the Syndicated Repurchase Agreement and the liquidation by BANA as administrative agent for the Syndicated Buyers of the mortgage loans then subject to the Repurchase Agreement.

~~Adjournment~~ The foregoing descriptions of the ~~Special~~Syndicated ~~Meeting~~Repurchase ~~was~~Agreement and the related guaranty do not ~~necessary~~purport ~~because~~to be complete and are qualified in their entirety by reference to the ~~Reorganization~~full ~~Proposal~~text ~~was~~of ~~approved~~such agreements, which have been filed with this Current Report on Form 8-K as Exhibits 10.1 and Exhibit 10.2, respectively.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

~~SIGNATURES~~ The information set forth under Item 1.01 of this report is incorporated herein by reference.

~~Pursuant~~ Item to9.01 Financial ~~the~~Statements ~~requirements~~and ~~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~~Exhibits.

Date: October 25, 2018	PENNYMAC FINANCIAL SERVICES, INC.
	By:	/s/ Andrew S. Chang
		Andrew S. Chang
		Senior Managing Director and Chief Financial Officer

(d) Exhibits.

Exhibit No.	Description

10.1	Amended and Restated Master Repurchase Agreement, dated as of October 29, 2018, among PennyMac Loan Services, LLC, Private National Mortgage Acceptance Company, LLC and Bank of America, N.A.
10.2	Guaranty, dated as of October 29, 2018, made by Private National Mortgage Acceptance Company, LLC for the benefit of Bank of America, N.A.

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: October 31, 2018	/s/ Andrew S. Chang
	Andrew S. Chang Senior Managing Director and Chief Financial Officer

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