Freddie Mac Announces Results of Early Tender Offer for STACR Debt Notes, Increase of Tender Cap

Rhea-AI Summary

Freddie Mac (FMCC) reported the early tender results for its cash offer to purchase up to $650 million of its STACR Debt Notes. As of the Early Tender Time on September 20, 2021, the company accepted 100% of the $1,629 million validly tendered, exceeding the Tender Cap of $650 million. The company increased this cap to $1.63 billion to accommodate all valid tenders. Settlement is scheduled for September 22, 2021.

Positive

• Increased Tender Cap to $1,629,424,656 to accept all valid tenders.
• 100% of notes tendered at or before the Early Tender Time accepted.

Negative

• None.

MCLEAN, Va., Sept. 21, 2021 (GLOBE NEWSWIRE) -- Freddie Mac (OTCQB: FMCC) (the “Company”) today announced the early tender results as of the Early Tender Time (defined below) in connection with its previously announced offer to purchase for cash up to $650 million aggregate original principal amount (the “Offer”) of its outstanding STACR^® (Structured Agency Credit Risk) Debt Notes listed in the table below (the “Notes”).

The Company has conducted the Offer in accordance with the terms and conditions set forth in the Offer to Purchase, dated Tuesday, Sept. 7, 2021, as supplemented by Supplement No. 1, dated Sept. 13, 2021, and as further supplemented by Supplement No. 2, dated Sept. 14, 2021 (as supplemented, the “Offer to Purchase”), and the related letter of transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer Documents”). Capitalized terms used but not defined in this Press Release have the meanings ascribed to such terms in the Offer to Purchase.

The Company has determined that it will accept for purchase 100% of the Notes validly tendered at or prior to the Early Tender Time and not properly withdrawn at or prior to the Withdrawal Deadline (defined below).   The Company also today announced that it has elected to increase the Tender Cap to $1,629,424,656 aggregate original principal amount, in order to accept all of the Notes that were validly tendered at or prior to the Early Tender Time and not properly withdrawn at or prior to the Withdrawal Deadline.

As of 5:00 p.m., New York City time, on Monday, Sept. 20, 2021 (the “Early Tender Time”), approximately $1,629 million aggregate original principal amount of the Notes had been validly tendered and not properly withdrawn as set forth in the table below:

Acceptance Priority Level	Title of Security	CUSIP Number	ISIN Number	Original Principal Amount		Original Principal Amount Tendered as of the Early Tender Time		Percentage of Original Principal Amount Tendered1		Original Notes Accepted
1	STACR 2017-HQA1 M2	3137G0NE5	US3137G0NE57	$472,500,000.00		$223,305,803		47.26%		$223,305,803
2	STACR 2017-HQA3 M2	3137G0RL5	US3137G0RL54	$405,000,000.00		$318,596,794		78.67%		$318,596,794
3	STACR 2016-HQA3 M3	3137G0LA5	US3137G0LA53	$203,500,000.00		$179,035,703		87.98%		$179,035,703
4	STACR 2016-HQA4 M3	3137G0LU1	US3137G0LU18	$210,000,000.00		$179,604,000		85.53%		$179,604,000
5	STACR 2014-HQ2 M3	3137G0CH0	US3137G0CH08	$231,000,000.00		$156,621,048		67.80%		$156,621,048
6	STACR 2015-HQA2 M3	3137G0HJ1	US3137G0HJ19	$195,000,000.00		$102,199,923		52.41%		$102,199,923
7	STACR 2015-HQA1 M3	3137G0GJ2	US3137G0GJ28	$272,000,000.00		$151,212,000		55.59%		$151,212,000
8	STACR 2017-DNA1 M2	3137G0MD8	US3137G0MD83	$375,000,000.00		$318,849,385		85.03%		$318,849,385
Total				$2,364,000,000.00		$1,629,424,656		68.93%		$1,629,424,656

¹ Rounded to the nearest hundredth of a percent.

The “Withdrawal Deadline” for the Offer was 5:00 p.m., New York City time, on Monday, Sept. 20, 2021, and has not been extended for any series of Notes. Because the Tender Cap has been reached as a result of tenders made at or prior to the Early Tender Time, no Notes of any series tendered after the Early Tender Time (regardless of acceptance priority level) will be accepted for purchase.

Settlement will occur on Wednesday, Sept. 22, 2021 (the “Early Settlement Date”).

Barclays Capital Inc. is acting as the designated lead dealer manager for the Offer, and BofA Securities, Inc. is acting as the designated dealer manager for the Offer. For additional information regarding the terms of the Offer, please contact Barclays Capital Inc. at (212) 412-5780 (collect) or (800) 438-3242 (toll-free) or BofA Securities, Inc. at (646) 855-1160. Requests for the Offer Documents may be directed to Global Bondholder Services Corporation, which is acting as the Tender Agent and Information Agent for the Offer, at (212) 430-3774 or (866) 924-2200 (toll-free) or by email at contact@gbsc-usa.com.

This announcement is neither an offer to buy nor a solicitation of offers to buy any of these securities. None of Freddie Mac, the dealer managers, or the Information Agent, make any recommendation that any holder of the securities tender or refrain from tendering all or any portion of the original principal amount of such holder’s securities. Holders must make their own decisions whether to tender securities, and if so, decide on the original principal amount of securities to tender.

This announcement does not constitute an invitation to participate in the Offer in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such Offer under applicable securities laws or otherwise. The distribution of materials relating to the Offer, and the transactions contemplated by the Offer, may be restricted by law in certain jurisdictions where it is legal to do so. The Offer are void in all jurisdictions where it is prohibited. If materials relating to the Offer come into your possession, you are required by Freddie Mac to inform yourself of and to observe all of these restrictions. The materials relating to the Offer do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the Offer be made by a licensed broker or dealer and a dealer manager or any affiliate of a dealer manager is a licensed broker or dealer in that jurisdiction, the Offer shall be deemed to be made by the dealer manager or such affiliate on behalf of Freddie Mac in that jurisdiction.

Freddie Mac makes home possible for millions of families and individuals by providing mortgage capital to lenders. Since our creation by Congress in 1970, we’ve made housing more accessible and affordable for homebuyers and renters in communities nationwide. We are building a better housing finance system for homebuyers, renters, lenders, and taxpayers. Learn more at FreddieMac.com, Twitter @FreddieMac, and Freddie Mac’s blog FreddieMac.com/blog.

MEDIA CONTACT: Fred Solomon
703-903-3861
Frederick_Solomon@freddiemac.com

FAQ

What is the purpose of Freddie Mac's cash offer?

Freddie Mac's cash offer aims to purchase up to $650 million of its STACR Debt Notes as part of its capital management strategy.

What was the total amount tendered for Freddie Mac's STACR Debt Notes?

Approximately $1,629 million in STACR Debt Notes were validly tendered as of the Early Tender Time.

When is the settlement date for Freddie Mac's cash offer?

The settlement date for Freddie Mac's cash offer is September 22, 2021.

What was the original Tender Cap for the cash offer by FMCC?

The original Tender Cap for the cash offer was set at $650 million, which was later increased.

How much of the original principal amount will Freddie Mac purchase?

Freddie Mac will purchase the entire $1,629,424,656 of the original principal amount tendered.