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

Rhea-AI Summary

Fannie Mae (OTCQB: FNMA) announced the results of its fixed-price cash tender offers for Connecticut Avenue Securities (CAS) Notes. The tender offers, which expired on May 29, 2025, resulted in approximately $1,798 million in original principal amount of Notes being validly tendered, representing 80.07% of eligible notes. The settlement date for accepted Notes is scheduled for June 2, 2025, with Notes tendered using Notice of Guaranteed Delivery to be purchased on June 3, 2025. The tender offer covered multiple series of CAS Notes, with participation rates varying significantly across different series, ranging from 0.19% to 100%. BofA Securities served as the lead dealer manager, while Wells Fargo Securities acted as the designated dealer manager for the Offers.

Positive

• High overall participation rate of 80.07% indicates strong acceptance of the tender offer
• Several note series showed near-complete participation with rates above 95%
• Structured settlement process with clear timeline for completion

Negative

• Some note series showed very low participation rates, such as Series 2017-C02 Class 2B-1 with only 0.19%
• Varying participation rates across different series may indicate mixed investor confidence

WASHINGTON, May 30, 2025 /PRNewswire/ -- Fannie Mae (OTCQB: FNMA) today announced the results of its fixed-price cash tender offers (each, an "Offer" and, collectively, the "Offers") for any and all of certain Connecticut Avenue Securities^® (CAS) Notes listed in the table 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 May 22, 2025 (collectively, the "Offer Documents"). Certain of the classes of Notes subject to the Offers were issued by the REMIC trusts identified in the table below (each, a "Trust"). Fannie Mae is the holder of the ownership certificate issued by each Trust and, as a result, the sole beneficial owner of each Trust.

A total of approximately $1,798 million in original principal amount of Notes were validly tendered and not validly withdrawn on or before the designated expiration time for the Offers, which was 5:00 PM New York City time on May 29, 2025. The table below sets forth the original principal balance of the Notes, the percentage of original principal amount tendered, and the original principal amount tendered in the Offers.

Name of Security	REMIC Trust (if applicable)	CUSIP	ISIN	Original Principal Balance1	Percentage of Original Principal Amount Tendered2	Original Principal Amount Tendered3
Connecticut Avenue Securities, Series 2017-C01, Class 1M-2 Notes	N/A	30711XEP5	US30711XEP50	$154,854,281	99.55 %	$154,154,281
Connecticut Avenue Securities, Series 2017-C02, Class 2M-2 Notes	N/A	30711XGP3	US30711XGP33	$25,780,837	21.63 %	$5,575,540
Connecticut Avenue Securities, Series 2017-C02, Class 2B-1 Notes	N/A	30711XGQ1	US30711XGQ16	$102,914,000	0.19 %	$200,000
Connecticut Avenue Securities, Series 2017-C04, Class 2M-2 Notes	N/A	30711XLT9	US30711XLT99	$21,494,381	100.00 %	$21,494,381
Connecticut Avenue Securities, Series 2017-C05, Class 1M-2 Notes	N/A	30711XNX8	US30711XNX83	$144,160,661	97.95 %	$141,205,661
Connecticut Avenue Securities, Series 2017-C05, Class 1B-1 Notes	N/A	30711XNW0	US30711XNW01	$51,530,558	2.09 %	$1,075,000
Connecticut Avenue Securities, Series 2017-C06, Class 1B-1 Notes	N/A	30711XQW7	US30711XQW73	$44,547,596	21.45 %	$9,555,000
Connecticut Avenue Securities, Series 2017-C07, Class 1M-2 Notes	N/A	30711XUX0	US30711XUX01	$151,995,556	98.03 %	$149,000,556
Connecticut Avenue Securities, Series 2018-C01, Class 1B-1 Notes	N/A	30711XYW8	US30711XYW81	$60,864,671	95.44 %	$58,086,912
Connecticut Avenue Securities, Series 2018-C03, Class 1M-2 Notes	N/A	30711XJ70	US30711XJ702	$160,955,380	94.41 %	$151,955,380
Connecticut Avenue Securities, Series 2018-C03, Class 1B-1 Notes	N/A	30711XJ62	US30711XJ629	$99,111,000	35.81 %	$35,494,000
Connecticut Avenue Securities, Series 2018-C05, Class 1M-2 Notes	N/A	30711XY24	US30711XY248	$108,649,613	80.61 %	$87,577,614
Connecticut Avenue Securities, Series 2018-C06, Class 1B-1 Notes	N/A	30711X3M4	US30711X3M42	$64,944,000	11.51 %	$7,475,000
Connecticut Avenue Securities, Series 2019-R03, Class 1B-1 Notes	Connecticut Avenue Securities Trust 2019-R03	20753MAE8	US20753MAE84	$153,095,000	100.00 %	$153,095,000
Connecticut Avenue Securities, Series 2022-R03, Class 1M-1 Notes	Connecticut Avenue Securities Trust 2022-R03	20753XAA2	US20753XAA28	$484,882,000	96.04 %	$465,668,000
Connecticut Avenue Securities, Series 2022-R04, Class 1M-1 Notes	Connecticut Avenue Securities Trust 2022-R04	20753YCH3	US20753YCH36	$415,412,000	85.71 %	$356,036,000
				$2,245,191,534	80.07 %	$1,797,648,325

1 Represents the aggregate original principal amount of the applicable Class issued on the issue date thereof, less the aggregate original principal amount of such Class repurchased by the Company pursuant to one or more prior tender offers, if applicable. Does not include the original principal balance of the ineligible securities. The amounts have been adjusted to reflect reported exchange activity of RCR Notes or Exchangeable Notes into Notes eligible for tender initiated during the tender offer period.

2 Rounded to the nearest hundredth of a percent.

3 Original Principal Amount tendered includes $37,190,000 of Notes tendered using the Notice of Guaranteed Delivery.

The settlement date for the Notes tendered and accepted for purchase in the Offers is expected to occur on June 2, 2025 (the "Settlement Date"). Any Notes tendered and accepted for purchase in the Offers using the Notice of Guaranteed Delivery are expected to be purchased on June 3, 2025.

BofA Securities acted as the designated lead dealer manager and Wells Fargo Securities acted as the designated dealer manager for the Offers. Global Bondholder Services Corporation was engaged as the tender agent and information agent for the Offers.

Related Links:
CAS Notes Tender Offer Press Release
CAS Notes Tender Offer Frequently Asked Questions

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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.

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.

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 total value of CAS Notes tendered in Fannie Mae's 2025 tender offer?

Approximately $1,798 million in original principal amount of Notes were validly tendered, representing 80.07% of eligible notes.

When is the settlement date for Fannie Mae's 2025 CAS Notes tender offer?

The settlement date is June 2, 2025, with Notes tendered using Notice of Guaranteed Delivery to be settled on June 3, 2025.

Which investment banks managed Fannie Mae's CAS Notes tender offer?

BofA Securities acted as the designated lead dealer manager, and Wells Fargo Securities acted as the designated dealer manager for the Offers.

What was the highest participation rate among the CAS Notes series in the tender offer?

The Connecticut Avenue Securities Series 2017-C04, Class 2M-2 Notes had the highest participation rate at 100%.

How many different CAS Note series were included in Fannie Mae's tender offer?

The tender offer included 15 different CAS Note series, ranging from Series 2017-C01 through Series 2022-R04.