Freddie Mac Announces Tender Offer for Any and All of Certain STACR Debt Notes

Rhea-AI Summary

Freddie Mac (FMCC) announced a fixed-price cash tender offer for its STACR® (Structured Agency Credit Risk) Debt Notes, commencing on February 6, 2023, and expiring on February 10, 2023. The offer includes the purchase of multiple notes with a total principal amount of approximately $1.7 billion. Key dealer managers for the offer are BofA Securities and Wells Fargo Securities. Holders must tender their notes by the expiration time to receive accrued interest and a settlement date expected on February 14, 2023. The tender offer aims to promote liquidity and stability in the housing market.

Positive

• Initiating a cash tender offer for STACR Debt Notes enhances liquidity.
• The total principal amount of the tender offer is approximately $1.7 billion, indicating strong backing.
• Accrued interest will be paid to holders, providing immediate returns.

Negative

• None.

MCLEAN, Va., Feb. 06, 2023 (GLOBE NEWSWIRE) -- Freddie Mac (OTCQB: FMCC) today announced that it has commenced a fixed-price cash tender offer (the “Offer”) for the purchase of any and all of the STACR® (Structured Agency Credit Risk) Debt Notes listed in the table below (the “Notes”) beginning Monday, February 6, 2023.

Freddie Mac has engaged BofA Securities, Inc. and Wells Fargo Securities, LLC as lead dealer managers (the “Lead Dealer Managers”) and CastleOak Securities, L.P. as co-dealer manager (the “Co-Dealer Manager” and, collectively with the Lead Dealer Managers, the “Dealer Managers”) for the Offer. Freddie Mac is offering to purchase any and all of the Notes listed in the table below. The applicable total consideration to be paid by Freddie Mac to holders that tender Notes accepted for purchase pursuant to the Offer will be calculated based on the original principal amount of such tendered and accepted Notes, the applicable factor, and the applicable Tender Offer Consideration identified in the table below, plus any accrued and unpaid interest under the applicable Debt Agreement upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 6, 2023 (as amended from time to time, the “Offer to Purchase”), the related Notice of Guaranteed Delivery dated February 6, 2023 (the “Notice of Guaranteed Delivery”) and the related Letter of Transmittal dated February 6, 2023 (collectively with the Offer to Purchase and the Notice of Guaranteed Delivery, the “Offer Documents”). Capitalized terms used and not otherwise defined herein will have the meaning ascribed to such terms in the Offer to Purchase.

The tender offer period will commence on Monday, February 6, 2023, and expire at 5 p.m. New York City time on Friday, February 10, 2023 (the “Expiration Time”), unless extended. Holders must validly tender their Notes at or prior to the Expiration Time. Notes validly tendered may be withdrawn at any time at or prior to 5 p.m., New York City time, on Friday, February 10, 2023, unless extended by Freddie Mac, but not thereafter (except in certain limited circumstances where additional withdrawal rights are granted by Freddie Mac or otherwise required by law).

Holders whose Notes are purchased in the Offer will receive accrued and unpaid interest from the last interest payment date to, but not including, the Settlement Date (as defined in the Offer to Purchase) for the Notes. Freddie Mac expects the Settlement Date to occur on Tuesday, February 14, 2023. Any Notes tendered using the Notice of Guaranteed Delivery and accepted for purchase are expected to be purchased on Wednesday, February 15, 2023, but payment of accrued interest on such Notes will only be made to, but not including, the Settlement Date.

Title of Security	CUSIP Number	ISIN Number	Original Principal Amount		Tender Offer Consideration (per $1,000 original principal amount)
STACR 2014-DN1 M-3	3137G0AM1	US3137G0AM11	$408,000,000.00		$1,034.50
STACR 2014-DN2 M-3	3137G0AY5	US3137G0AY58	$391,000,000.00		$1,030.20
STACR 2015-DN1 B	3137G0DZ9	US3137G0DZ96	$75,000,000.00		$1,060.00
STACR 2016-DNA1 M-3	3137G0HW2	US3137G0HW20	$367,523,000.00		$1,088.60
STACR 2016-HQA1 M-3	3137G0JJ9	US3137G0JJ90	$132,095,415.00		$1,110.00
STACR 2017-DNA1 B-1	3137G0MX4	US3137G0MX48	$120,000,000.00		$1,093.93
STACR 2017-HQA1 B-1	3137G0NC9	US3137G0NC91	$55,000,000.00		$1,095.98
STACR 2017-DNA2 B-1	3137G0PR4	US3137G0PR43	$215,000,000.00		$1,104.40
STACR 2017-HQA2 B-1	3137G0QN2	US3137G0QN20	$112,500,000.00		$1,091.43

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.

The Offer is being made only upon the terms and subject to the conditions set forth in the Offer Documents. Copies of the Offer Documents may be obtained on Freddie Mac’s website at https://crt.freddiemac.com/securities or from the Information Agent for the Offer, Global Bondholder Services Corporation’s website at https://www.gbsc-usa.com/FreddieMac, or by calling (212) 430-3774 or (855) 654-2015 (toll-free). Questions regarding the Offer may be directed to BofA Securities, Inc. at (980) 387-3907 or (888) 292-0070 (toll-free); Wells Fargo Securities, LLC at (704) 410-4756 or (866) 309-6316 (toll free); or Global Bondholder Services Corporation, as tender agent, at (212) 430-3774 or (855) 654-2015 (toll-free).

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 is 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’s mission is to make home possible for families across the nation. We promote liquidity, stability, affordability and equity in the housing market throughout all economic cycles. Since 1970, we have helped tens of millions of families buy, rent or keep their home. Learn More: Website | Consumers | Twitter | LinkedIn | Facebook | Instagram | YouTube

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

FAQ

What is the fixed-price cash tender offer announced by Freddie Mac (FMCC)?

Freddie Mac announced a fixed-price cash tender offer for its STACR Debt Notes, starting February 6, 2023, aimed at enhancing liquidity.

What is the expiration date for the Freddie Mac tender offer?

The tender offer will expire at 5 p.m. New York City time on February 10, 2023.

How much is Freddie Mac offering to purchase in the tender offer?

Freddie Mac is offering to purchase approximately $1.7 billion in STACR Debt Notes.

When can holders expect the settlement date for the tender offer?

The settlement date for the accepted notes is expected to occur on February 14, 2023.