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Fannie Mae Announces Tender Offer for Any and All of Certain CAS Notes

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Fannie Mae (OTCQB: FNMA) announced on April 24, 2023, the commencement of cash tender offers for Connecticut Avenue Securities (CAS) Notes, aiming to purchase any and all of the listed Notes. The Offers, managed by BofA Securities and Wells Fargo Securities, will conclude at 5 PM New York City time on April 28, 2023, unless extended. A total of $4,235,294,000 in Notes is expected to be repurchased, with various tender offer considerations ranging from $1,035.94 to $1,127.50 per $1,000 in original principal. The anticipated settlement date for the purchases is May 2, 2023. Interested parties can access the Offer Documents through the designated tender agent, Global Bondholder Services Corporation.

Positive
  • Commencing cash tender offers for $4,235,294,000 in CAS Notes.
  • Tender offer considerations range from $1,035.94 to $1,127.50 per $1,000 original principal.
  • Expected settlement date for transactions is May 2, 2023.
Negative
  • None.

WASHINGTON, April 24, 2023 /PRNewswire/ -- Fannie Mae (OTCQB: FNMA) today announced that it has commenced fixed-price cash tender offers (each, an "Offer" and, collectively, the "Offers") for the purchase of any and all of the Connecticut Avenue Securities® (CAS) Notes listed below (the "Notes"), upon the terms and subject to the conditions set forth in the Offer to Purchase and related Notice of Guaranteed Delivery, each dated as of April 24, 2023 (collectively, the "Offer Documents"). The Offers will expire at 5:00 PM New York City time on Friday, April 28, 2023 (the "Expiration Time") unless extended or earlier terminated. Notes tendered may be withdrawn at any time at or before the Expiration Time by following the procedures described in the Offer Documents.

Fannie Mae has engaged BofA Securities as the designated lead dealer manager and Wells Fargo Securities as the designated dealer manager for the Offers. Fannie Mae has engaged African-American-owned CastleOak Securities, L.P. and Hispanic-owned Samuel A. Ramirez & Company, Inc. as advisors on the transaction. Global Bondholder Services Corporation will serve as the tender agent and information agent for the Offers. Fannie Mae is offering to purchase, subject to the conditions of the Offers, any and all of the Notes listed in the table below.

The following table summarizes the material pricing terms of the Offers.

Name of Security

CUSIP

ISIN

Original Principal Balance

Tender Offer
Consideration (per
$1,000 original
principal amount)

Connecticut Avenue Securities, Series 2014-C04, Class 1M-2 Notes

30711XAP9

 US30711XAP96

$578,500,000.00

$1,050.00

Connecticut Avenue Securities, Series 2015-C01, Class 1M-2 Notes

30711XAT1

 US30711XAT19

$521,500,000.00

$1,035.94

Connecticut Avenue Securities, Series 2015-C02, Class 1M-2 Notes

30711XAX2

 US30711XAX21

$625,100,000.00

$1,042.50

Connecticut Avenue Securities, Series 2015-C03, Class 1M-2 Notes

30711XBB9

 US30711XBB91

$644,149,000.00

$1,061.25

Connecticut Avenue Securities, Series 2016-C01, Class 1M-2 Notes

30711XBM5

US30711XBM56

$333,918,000.00

$1,078.13

Connecticut Avenue Securities, Series 2017-C01, Class 1B-1 Notes

30711XEQ3

 US30711XEQ34

$207,850,000.00

$1,127.50

Connecticut Avenue Securities, Series 2017-C03, Class 1B-1 Notes

30711XJW5

 US30711XJW56

$195,918,000.00

$1,097.50

Connecticut Avenue Securities, Series 2017-C05, Class 1B-1 Notes

30711XNW0

 US30711XNW01

$207,818,000.00

$1,055.00

Connecticut Avenue Securities, Series 2017-C06, Class 2B-1 Notes

30711XSW5

 US30711XSW55

$73,668,000.00

$1,087.81

Connecticut Avenue Securities, Series 2018-C01, Class 1B-1 Notes

30711XYW8

 US30711XYW81

$256,124,000.00

$1,066.25

Connecticut Avenue Securities, Series 2018-C02, Class 2B-1 Notes

30711XC44

 US30711XC442

$151,053,000.00

$1,077.50

Connecticut Avenue Securities, Series 2018-C03, Class 1B-1 Notes

30711XJ62

 US30711XJ629

$192,259,000.00

$1,072.50

Connecticut Avenue Securities, Series 2018-C05, Class 1B-1 Notes

30711XY32

 US30711XY321

$177,428,000.00

$1,091.25

Connecticut Avenue Securities, Series 2018-C06, Class 2B-1 Notes

30711X5V2

 US30711X5V23

$70,009,000.00

$1,081.25




$4,235,294,000.00



Holders must validly tender their Notes at or before the Expiration Time in order to be eligible to receive the Tender Offer Consideration, which will incorporate the monthly Certificate Percentages for the Notes available on April 25, 2023. In addition, holders whose Notes are purchased in the Offers 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. Fannie Mae expects the Settlement Date to occur on May 2, 2023. Any Notes tendered using the Notice of Guaranteed Delivery and accepted for purchase are expected to be purchased on May 3, 2023, but payment of accrued interest on such Notes will only be made to, but not including, the Settlement Date.

Information on tendering the Notes is set forth in the Offer Documents. Holders of the Notes who would like copies of the Offer Documents may contact the tender agent for the Offers, Global Bondholder Services Corporation, at (855) 654-2015 (toll free) or (212) 430-3774 (banks and brokers) or contact@gbsc-usa.com. Copies of the Offer Documents are available at the following website: https://www.gbsc-usa.com/FannieMae/. Any questions regarding the terms of the Offers should be directed to BofA Securities, Inc. at (888) 292-0070 (toll free) or (980) 387-3907 (collect) or Wells Fargo Securities, LLC at (866) 309-6316 (toll free) or (704) 410-4756 (collect).

This release includes forward-looking statements, including statements relating to the timing and expected settlement and closing of the purchase of the Notes in a tender offer. These forward-looking statements are based on Fannie Mae's present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may turn out to be different from these statements. Factors that may lead to different results are discussed in "Risk Factors," "Forward-Looking Statements," and elsewhere in the Offer Documents and the documents incorporated by reference therein. All forward-looking statements are made as of the date of this press release, and Fannie Mae assumes no obligation to update this information. 

Related Link:

CAS Notes Tender Offer Frequently Asked Questions

About Fannie Mae
Fannie Mae advances equitable and sustainable access to homeownership and quality, affordable rental housing for millions of people across America. We enable the 30-year fixed-rate mortgage and drive responsible innovation to make homebuying and renting easier, fairer, and more accessible. To learn more, visit:

fanniemae.com | Twitter | Facebook | LinkedIn | Instagram | YouTube | Blog

Fannie Mae Newsroom
https://www.fanniemae.com/news

Photo of Fannie Mae
https://www.fanniemae.com/resources/img/about-fm/fm-building.tif

Fannie Mae Resource Center
1-800-2FANNIE

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities of Fannie Mae, including the Notes. Nothing in this press release constitutes advice on the merits of buying or selling a particular investment. Any investment decision as to any purchase or sale of securities referred to herein must be made solely on the basis of information contained in the Offer Documents, and no reliance may be placed on the completeness or accuracy of the information contained in this press release. The Offers are not being made to holders of the Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Company by BofA Securities, Inc. or Wells Fargo Securities, LLC (as applicable) or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

You should not deal in securities unless you understand their nature and the extent of your exposure to risk. You should be satisfied that they are suitable for you in light of your circumstances and financial position. If you are in any doubt you should consult an appropriately qualified financial advisor.

Connecticut Avenue Securities is a registered mark of Fannie Mae. Unauthorized use of this mark is prohibited.

 

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SOURCE Fannie Mae

FAQ

What is the cash tender offer announced by Fannie Mae on April 24, 2023?

Fannie Mae announced a cash tender offer to purchase any and all Connecticut Avenue Securities (CAS) Notes, set to expire on April 28, 2023.

When does the Fannie Mae tender offer expire?

The tender offer expires at 5 PM New York City time on April 28, 2023.

How much is Fannie Mae planning to repurchase in CAS Notes?

Fannie Mae plans to repurchase up to $4,235,294,000 in CAS Notes.

What is the expected settlement date for the tender offer by Fannie Mae?

The expected settlement date for the tender offer is May 2, 2023.

Who are the designated dealer managers for the Fannie Mae tender offer?

The designated dealer managers for the tender offer are BofA Securities and Wells Fargo Securities.

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