Freddie Mac Announces Results of Early Tender Offer for STACR Debt Notes, Increase of Tender Cap
September 21, 2021 | Source: Freddie Mac
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it will accept for purchase 100% of the Notes validly tendered at or prior to the Early Tender Time and not properly withdrawn at or prior to the Withdrawal Deadline (defined below).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in order to accept all of the Notes that were validly tendered at or prior to the Early Tender Time and not properly withdrawn at or prior to the Withdrawal Deadline.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$1,629 million aggregate original principal amount of the Notes had been validly tendered and not properly withdrawn as set forth in the table below: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,
|Original Notes Accepted|
|Acceptance Priority Level:1||Title of Security:STACR 2017-HQA1 M2||CUSIP Number:3137G0NE5||ISIN Number:US3137G0NE57||Original Principal Amount:$472,500,000.00||Original Principal Amount, Tendered as of the Early Tender Time:$223,305,803||Percentage of Original, Principal Amount, Tendered1:47.26%||Original Notes Accepted:$223,305,803|
|Acceptance Priority Level:2||Title of Security:STACR 2017-HQA3 M2||CUSIP Number:3137G0RL5||ISIN Number:US3137G0RL54||Original Principal Amount:$405,000,000.00||Original Principal Amount, Tendered as of the Early Tender Time:$318,596,794||Percentage of Original, Principal Amount, Tendered1:78.67%||Original Notes Accepted:$318,596,794|
|Acceptance Priority Level:3||Title of Security:STACR 2016-HQA3 M3||CUSIP Number:3137G0LA5||ISIN Number:US3137G0LA53||Original Principal Amount:$203,500,000.00||Original Principal Amount, Tendered as of the Early Tender Time:$179,035,703||Percentage of Original, Principal Amount, Tendered1:87.98%||Original Notes Accepted:$179,035,703|
|Acceptance Priority Level:4||Title of Security:STACR 2016-HQA4 M3||CUSIP Number:3137G0LU1||ISIN Number:US3137G0LU18||Original Principal Amount:$210,000,000.00||Original Principal Amount, Tendered as of the Early Tender Time:$179,604,000||Percentage of Original, Principal Amount, Tendered1:85.53%||Original Notes Accepted:$179,604,000|
|Acceptance Priority Level:5||Title of Security:STACR 2014-HQ2 M3||CUSIP Number:3137G0CH0||ISIN Number:US3137G0CH08||Original Principal Amount:$231,000,000.00||Original Principal Amount, Tendered as of the Early Tender Time:$156,621,048||Percentage of Original, Principal Amount, Tendered1:67.80%||Original Notes Accepted:$156,621,048|
|Acceptance Priority Level:6||Title of Security:STACR 2015-HQA2 M3||CUSIP Number:3137G0HJ1||ISIN Number:US3137G0HJ19||Original Principal Amount:$195,000,000.00||Original Principal Amount, Tendered as of the Early Tender Time:$102,199,923||Percentage of Original, Principal Amount, Tendered1:52.41%||Original Notes Accepted:$102,199,923|
|Acceptance Priority Level:7||Title of Security:STACR 2015-HQA1 M3||CUSIP Number:3137G0GJ2||ISIN Number:US3137G0GJ28||Original Principal Amount:$272,000,000.00||Original Principal Amount, Tendered as of the Early Tender Time:$151,212,000||Percentage of Original, Principal Amount, Tendered1:55.59%||Original Notes Accepted:$151,212,000|
|Acceptance Priority Level:8||Title of Security:STACR 2017-DNA1 M2||CUSIP Number:3137G0MD8||ISIN Number:US3137G0MD83||Original Principal Amount:$375,000,000.00||Original Principal Amount, Tendered as of the Early Tender Time:$318,849,385||Percentage of Original, Principal Amount, Tendered1:85.03%||Original Notes Accepted:$318,849,385|
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 [email protected]
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.
About Freddie Mac Single-Family Credit Risk Transfer
Freddie Mac’s Single-Family CRT programs transfer credit risk away from U.S. taxpayers to global private capital via securities and (re)insurance policies. We founded the GSE Single-Family CRT market when we issued our first Structured Agency Credit Risk (STACR®) notes in July 2013. In November 2013, we introduced our Agency Credit Insurance Structure® (ACIS®) program. Today, CRT serves as the primary source of private capital investment in residential mortgage credit. For specific STACR and ACIS transaction data, please visit Clarity, our CRT data intelligence portal.
About Freddie Mac
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, investors and taxpayers. Learn more at FreddieMac.com, Twitter @FreddieMac, and Freddie Mac’s blog FreddieMac.com/blog.
MEDIA CONTACT: Fred Solomon