Federal Home Loan Mortgage Corp 8-K, filed Feb 3, 2025
Federal Home Loan Mortgage Corp (FMCC)
8-K
2025-02-03
For: 2025-02-03
View Original
Added on
April 05, 2026
About this 8-K
Federal Home Loan Mortgage Corp filed this 8-K on February 3, 2025.
Items reported
- Item 7.01: Regulation FD disclosure
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 3, 2025
(Exact name of registrant as specified in its charter)
Freddie Mac
| Federally chartered corporation | ||||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||||||||
Registrant’s telephone number, including area code: (703 ) 903-2000
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| None | N/A | N/A | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On February 3, 2025, Freddie Mac announced that it has commenced a fixed-price cash tender offer (the “Offer”) for the purchase of certain STACR® (Structured Agency Credit Risk) Notes. The Offer is being conducted upon the terms and subject to the conditions set forth in an offer to purchase and related notice of guaranteed delivery, each dated as of February 3, 2025. The Offer will expire at 5 p.m. New York City time on Friday, February 7, 2025 unless extended or earlier terminated.
A copy of the press release announcing the Offer is being furnished with this report and is incorporated herein by reference. The information in this report, including information contained in the exhibit submitted herewith, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of Section 18, nor shall it be deemed to be incorporated by reference into any disclosure document relating to Freddie Mac, except to the extent, if any, expressly set forth by specific reference in that document.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The exhibits listed in the Exhibit Index below are being submitted with this report.
| Exhibit Number | Description of Exhibit | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
______________________________________________________________________________________________________
Freddie Mac Form 8-K
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FEDERAL HOME LOAN MORTGAGE CORPORATION | ||||||||
| By: | /s/ | James Whitlinger | ||||||
| James Whitlinger | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
Date: February 3, 2025
______________________________________________________________________________________________________
Freddie Mac Form 8-K
Exhibit 99.1
 |  | ||||
FOR IMMEDIATE RELEASE
February 3, 2025
MEDIA CONTACT: Fred Solomon
703-903-3861
Frederick_Solomon@freddiemac.com
Freddie Mac Announces Tender Offer for Any and All of Certain STACR Notes
McLean, Va. - 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) Notes listed in the table below (the “Notes”) beginning Monday, February 3, 2025. Each of the classes of Notes subject to the Offer was issued by the applicable STACR Trust identified in the table below (each, a “Trust”). Freddie Mac is the holder of the owner certificate issued by each Trust and, as a result, the sole beneficial owner of each Trust.
Freddie Mac has engaged BofA Securities, Inc. and Morgan Stanley & Co. LLC as lead dealer managers (the “Lead Dealer Managers”) and Academy Securities, Inc. 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. 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 Indenture upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 3, 2025 (as amended from time to time, the “Offer to Purchase”) and related Notice of Guaranteed Delivery dated February 3, 2025 (collectively with the Offer to Purchase, 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 3, 2025, and expire at 5 p.m., New York City time, on Friday, February 7, 2025 (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 7, 2025, 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 11, 2025. Any Notes tendered using the Notice of Guaranteed Delivery and accepted for purchase are expected to be purchased on Thursday, February 13, 2025, but payment of accrued interest on such Notes will only be made to, but not including, the Settlement Date.
| Title of Security | STACR Trust | CUSIP Number (U.S. / Regulation S) | ISIN Number (U.S. / Regulation S) | Original Principal Amount | Tender Offer Consideration (per $1,000 original principal amount) | ||||||||||||
| STACR 2019-HQA2 B-1 | Freddie Mac STACR Trust 2019-HQA2 | 35564MBD6/ N/A | US35564MBD65/ N/A | $18,091,257 | $1,101.25 | ||||||||||||
| STACR 2019-HQA3 M-2 | Freddie Mac STACR Trust 2019-HQA3 | 35564XAH4/ N/A | US35564XAH44/ N/A | $27,205,000 | $1,023.75 | ||||||||||||
| STACR 2020-DNA2 M-2 | Freddie Mac STACR REMIC Trust 2020-DNA2 | 35565KAH1/ U3198RAH6 | US35565KAH14/ USU3198RAH67 | $46,066,000 | $1,017.50 | ||||||||||||
| STACR 2020-DNA4 B-1 | Freddie Mac STACR REMIC Trust 2020-DNA4 | 35565XBD1/ U3197MBD6 | US35565XBD12/ USU3197MBD66 | $550,000 | $1,155.13 | ||||||||||||
| STACR 2021-DNA1 M-2 | Freddie Mac STACR REMIC Trust 2021-DNA1 | 35564KAH2/ U3201WAH0 | US35564KAH23/ USU3201WAH08 | $55,276,000 | $1,017.25 | ||||||||||||
| STACR 2021-DNA2 M-2 | Freddie Mac STACR REMIC Trust 2021-DNA2 | 35564KDB2/ U3201WDB0 | US35564KDB26/ US3201WDB01 | $105,423,000 | $1,032.50 | ||||||||||||
| STACR 2021-DNA3 M-2 | Freddie Mac STACR REMIC Trust 2021-DNA3 | 35564KEL9/ U3201WEL7 | US35564KEL98/ USU3201WEL73 | $72,018,000 | $1,032.50 | ||||||||||||
| STACR 2022-DNA1 M-1A | Freddie Mac STACR REMIC Trust 2022-DNA1 | 35564KPU7/ U3201WPU5 | US35564KPU78/ USU3201WPU53 | $478,000,000 | $1,004.90 | ||||||||||||
| STACR 2022-DNA1 M-1B | Freddie Mac STACR REMIC Trust 2022-DNA1 | 35564KPV5/ U3201WPV3 | US35564KPV51/ USU3201WPV37 | $318,000,000 | $1,020.00 | ||||||||||||
| STACR 2022-HQA1 M-1B | Freddie Mac STACR REMIC Trust 2022-HQA1 | 35564KTB5/ U3201WTB3 | US35564KTB51/ USU3201WTB37 | $491,000,000 | $1,051.88 | ||||||||||||
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://capitalmarkets.freddiemac.com/crt/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); Morgan Stanley & Co. LLC at (212) 761-1057 (collect) or (800) 624-1808 (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.
2
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’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 | LinkedIn | Facebook | X |Instagram | YouTube
###
3