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

Rhea-AI Summary

Freddie Mac has announced a fixed-price cash tender offer to purchase any and all of specific STACR Notes (Structured Agency Credit Risk). The tender offer begins April 30, 2025, and expires at 5 p.m., New York City time, on May 6, 2025.

BofA Securities and Wells Fargo Securities are serving as lead dealer managers, with CastleOak Securities as co-dealer manager. The expected settlement date is May 8, 2025, with guaranteed delivery purchases expected on May 12, 2025.

The offer includes multiple STACR Notes series from 2016-2022, with tender offer considerations ranging from $1,001.88 to $1,195.00 per $1,000 original principal amount. Notable offerings include large principal amounts such as $672 million for STACR 2022-DNA3 M-1A and $597 million for STACR 2022-DNA2 M-1B notes.

Positive

• Large-scale tender offer demonstrating financial capacity to repurchase multiple STACR notes series
• Engagement of major financial institutions (BofA Securities and Wells Fargo) as lead dealer managers
• Premium pricing offered on most notes (above $1,000 per $1,000 original principal amount)
• Significant total offering size with some individual note series worth over $500M

Negative

• Several note series showing $0 or minimal original principal amounts indicating potential liquidity issues in those tranches
• Complex transaction structure across multiple note series may increase execution risk
• Short tender offer window (April 30 to May 6) could limit participation

MCLEAN, Va., April 30, 2025 (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) Notes listed in the table below (the “Notes”) beginning Wednesday, April 30, 2025. Certain of the classes of Notes subject to the Offer were issued by the 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 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. 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 or Indenture upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 30, 2025 (as amended from time to time, the “Offer to Purchase”) and related Notice of Guaranteed Delivery dated April 30, 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 Wednesday, April 30, 2025, and expire at 5 p.m., New York City time, on Tuesday, May 6, 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 Tuesday, May 6, 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 Thursday, May 8, 2025. Any Notes tendered using the Notice of Guaranteed Delivery and accepted for purchase are expected to be purchased on Monday, May 12, 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 (If applicable)	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 2016-DNA4 B	N/A	3137G0LK3 / N/A	US3137G0LK36 / N/A	$31,000,000		$1,082.50
STACR 2017-DNA1 M-2	N/A	3137G0MD8 / N/A	US3137G0MD83 / N/A	$2,860,000		$1,029.22
STACR 2017-DNA1 B-2	N/A	3137G0MY2 / N/A	US3137G0MY21 / N/A	$11,455,000		$1,110.00
STACR 2017-DNA2 M-2	N/A	3137G0NX3 / N/A	US3137G0NX39 / N/A	$1,000,000*		$1,035.63
STACR 2017-DNA2 B-1	N/A	3137G0PR4 / N/A	US3137G0PR43 / N/A	$41,210,000		$1,075.00
STACR 2017-DNA2 B-2	N/A	3137G0PS2 / N/A	US3137G0PS26 / N/A	$29,750,000		$1,150.00
STACR 2017-DNA3 M-2	N/A	3137G0QQ5 / N/A	US3137G0QQ50 / N/A	$0*		$1,025.63
STACR 2017-DNA3 B-1	N/A	3137G0RJ0 / N/A	US3137G0RJ09 / N/A	$37,677,047		$1,073.75
STACR 2017-HQA1 M-2	N/A	3137G0NE5 / N/A	US3137G0NE57 / N/A	$11,850,000		$1,037.50
STACR 2017-HQA1 B-2	N/A	3137G0ND7 / N/A	US3137G0ND74 / N/A	$14,500,000		$1,156.25
STACR 2017-HQA2 M-2	N/A	3137G0PU7 / N/A	US3137G0PU71 / N/A	$550,000*		$1,027.50
STACR 2018-DNA1 M-2	N/A	3137G0TH2 / N/A	US3137G0TH25 / N/A	$0*		$1,014.38
STACR 2018-DNA2 M-2	Freddie Mac STACR Trust 2018-DNA2	35563TAB7 / N/A	US35563TAB70 / N/A	$0*		$1,020.32
STACR 2018-DNA2 B-1	Freddie Mac STACR Trust 2018-DNA2	35563TAV3 / N/A	US35563TAV35 / N/A	$6,000,000		$1,072.50
STACR 2018-DNA3 M-2	Freddie Mac STACR Trust 2018-DNA3	35563WAH7 / N/A	US35563WAH79 / N/A	$8,175,000*		$1,020.46
STACR 2018-DNA3 B-1	Freddie Mac STACR Trust 2018-DNA3	35563WBD5 / N/A	US35563WBD56 / N/A	$23,335,885		$1,081.25
STACR 2018-HQA1 B-1	N/A	3137G0UX5 / N/A	US3137G0UX55 / N/A	$86,540,000		$1,085.00
STACR 2019-DNA4 B-2	Freddie Mac STACR REMIC Trust 2019-DNA4	35565ABE9 / U3202KBE1	US35565ABE91 / USU3202KBE11	$87,000,000		$1,116.41
STACR 2019-FTR2 B-1	Freddie Mac STACR Trust 2019-FTR2	35564WBD4 / N/A	US35564WBD48 / N/A	$27,250,000		$1,057.50
STACR 2019-FTR4 B-2	Freddie Mac STACR Trust 2019-FTR4	35565GAE7 / U3202TAE3	US35565GAE70 / USU3202TAE39	$111,220,000		$1,090.00
STACR 2019-HQA3 B-2	Freddie Mac STACR Trust 2019-HQA3	35564XBE0 / N/A	US35564XBE04 / N/A	$80,000,000		$1,135.00
STACR 2019-HRP1 B-1	Freddie Mac STACR Trust 2019-HRP1	35564RCB8 / N/A	US35564RCB87 / N/A	$18,540,000		$1,090.00
STACR 2019-HRP1 B-2	Freddie Mac STACR Trust 2019-HRP1	35564RCC6 / N/A	US35564RCC60 / N/A	$42,000,000		$1,195.00
STACR 2020-DNA1 B-1	Freddie Mac STACR REMIC Trust 2020-DNA1	35565HBD6 / U3198MBD5	US35565HBD61 / USU3198MBD57	$41,125,875		$1,027.50
STACR 2022-DNA1 M-1A	Freddie Mac STACR REMIC Trust 2022-DNA1	35564KPU7 / U3201WPU5	US35564KPU78 / USU3201WPU53	$116,868,000		$1,001.88
STACR 2022-DNA1 M-1B	Freddie Mac STACR REMIC Trust 2022-DNA1	35564KPV5 / U3201WPV3	US35564KPV51 / USU3201WPV37	$45,906,500		$1,010.94
STACR 2022-DNA2 M-1B	Freddie Mac STACR REMIC Trust 2022-DNA2	35564KRF8 / U3201WRF6	US35564KRF83 / USU3201WRF68	$597,000,000		$1,020.78
STACR 2022-DNA3 M-1A	Freddie Mac STACR REMIC Trust 2022-DNA3	35564KUW7 / U3201WUW5	US35564KUW79 / USU3201WUW54	$672,000,000		$1,012.03
STACR 2022-DNA4 M-1A	Freddie Mac STACR REMIC Trust 2022-DNA4	35564KWS4 / U3201WWS2	US35564KWS40 / USU3201WWS25	$554,000,000		$1,015.31
STACR 2022-HQA1 M-1B	Freddie Mac STACR REMIC Trust 2022-HQA1	35564KTB5 / U3201WTB3	US35564KTB51 / USU3201WTB37	$35,800,889		$1,040.47
* The Original Principal Amount set forth for such Notes in this table does not include the additional portion of such Notes identified in the Offer to Purchase as an Associated Eligible Series of Notes, which, upon the completion of the indicated exchange of the related ineligible securities for such Associated Eligible Series of Notes, would also become eligible to participate in the Offer.

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); Wells Fargo Securities, LLC at (704) 410-4820 (collect) 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.

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, and affordability 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

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

FAQ

What is Freddie Mac's STACR notes tender offer in April 2025?

Freddie Mac (FMCC) announced a fixed-price cash tender offer on April 30, 2025, to purchase any and all of specific STACR (Structured Agency Credit Risk) Notes. The tender offer expires on May 6, 2025, at 5 p.m. New York City time, with settlement expected on May 8, 2025.

How much is Freddie Mac paying for STACR notes in the 2025 tender offer?

The payment varies by note series, ranging from $1,001.88 to $1,195.00 per $1,000 original principal amount, plus accrued and unpaid interest. For example, STACR 2019-HRP1 B-2 notes are offered $1,195.00, while STACR 2022-DNA1 M-1A notes are offered $1,001.88.

When does Freddie Mac's 2025 STACR tender offer expire?

The tender offer expires at 5 p.m., New York City time, on Tuesday, May 6, 2025. Notes can be withdrawn until the expiration time, and settlement is expected on Thursday, May 8, 2025.

Which banks are managing Freddie Mac's 2025 STACR tender offer?

BofA Securities and Wells Fargo Securities are serving as lead dealer managers, while CastleOak Securities is acting as co-dealer manager for the tender offer.

What happens after tendering STACR notes to Freddie Mac?

Holders whose notes are accepted will receive the tender offer consideration plus accrued and unpaid interest from the last interest payment date to the Settlement Date (May 8, 2025). Notes tendered using Notice of Guaranteed Delivery will be purchased on May 12, 2025.