Berman Tabacco and its co-counsel brought this novel action against PennyMac Mortgage Investment Trust and PNMAC Capital Management, LLC (“PennyMac”) on behalf of a nationwide class for violations of California’s Unfair Competition Law, California Business and Professions Code § 17200 et seq. (“UCL”) seeking injunctive relief and restitution. The class consists of all persons and entities who own or owned two series of PennyMac’s fixed-to-floating rate Preferred Shares (“Preferred Shares”) at any time between August 25, 2023 and the conclusion of the action.
The Preferred Shares were issued to initially have a fixed rate dividend, set to transition later to a floating rate based on the three-month London Interbank Offered Rate (“LIBOR”). LIBOR was a key benchmark interest rate between major global banks, where the value of financial products referencing USD LIBOR was $223 trillion as of the end of 2020. In late 2017—after the Preferred Shares were issued—the LIBOR panel banks announced that, because of accusations of manipulation, they would stop publishing LIBOR at the end of 2021 (later extended to June 2023 for USD LIBOR only). In 2022, the Adjustable Interest Rate (LIBOR) Act (the “LIBOR Act”), 12 U.S.C. § 5801 et seq., and the Federal-Reserve-promulgated Regulation ZZ, 12 C.F.R. § 253.4(b) (2023) (“LIBOR Rule”), were created to decree an orderly and sure process for providing a fair replacement for LIBOR in contracts that referenced the LIBOR benchmark and yet continued past LIBOR’s cessation.
Plaintiffs allege that PennyMac unlawfully and unfairly replaced the LIBOR-based benchmark rate with the initial fixed rate instead of transitioning to the replacement benchmark under the LIBOR Act and LIBOR Rule, the Secured Overnight Financing Rate (“SOFR”).