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

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Fannie Mae announced the results of its fixed-price cash tender offers for certain CAS Notes, with approximately $1,706 million in original principal amount tendered and not withdrawn. The Offers were closed on April 26, 2024. The settlement date for accepted purchases is expected on April 30, 2024. BofA Securities and Wells Fargo Securities were the lead dealer managers. Academy Securities, Inc. and Drexel Hamilton, were engaged as advisors for the transaction. Global Bondholder Services was the tender and information agent for the Offers.

Positive

• Fannie Mae successfully completed its tender offers for certain CAS Notes, reflecting investor confidence in the company's financial stability.

• The total original principal amount of approximately $1,706 million tendered in the Offers indicates strong market participation and interest in Fannie Mae's securities.

Negative

• Some classes of CAS Notes had low tender percentages, indicating potentially lower demand or interest in those specific securities.

• While the Offers were successful overall, the participation in certain classes of Notes may raise concerns about the market perception of those particular securities.

WASHINGTON, April 29, 2024 /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 April 22, 2024 (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A total of approximately $1,706 million in original principal amount of Notes were validly tendered and not validly withdrawn on or before the designated expiration time for the Offers, which was 5:00 PM New York City time on April 26, 2024. 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 1B-1 Notes	N/A	30711XEQ3	US30711XEQ34	$126,754,000	99.33 %	$125,904,000
Connecticut Avenue Securities, Series 2017-C02, Class 2B-1 Notes	N/A	30711XGQ1	US30711XGQ16	$107,914,000	4.63 %	$5,000,000
Connecticut Avenue Securities, Series 2018-R07, Class 1B-1 Notes	Connecticut Avenue Securities Trust 2018-R07	20753QAF6	US20753QAF63	$172,854,000	71.71 %	$123,954,000
Connecticut Avenue Securities, Series 2019-R01, Class 2B-1 Notes	Connecticut Avenue Securities Trust 2019-R01	20754FAL6	US20754FAL67	$186,724,000	92.37 %	$172,474,000
Connecticut Avenue Securities, Series 2019-R02, Class 1B-1 Notes	Connecticut Avenue Securities Trust 2019-R02	20753KAF9	US20753KAF93	$187,956,000	100.00 %	$187,956,000
Connecticut Avenue Securities, Series 2020-R01, Class 1M-2 Notes	Connecticut Avenue Securities Trust 2020-R01	20754CAB5	US20754CAB54	$523,509,000	99.97 %	$523,375,000
Connecticut Avenue Securities, Series 2020-R02, Class 2M-2 Notes	Connecticut Avenue Securities Trust 2020-R02	20754WAB1	US20754WAB19	$567,147,000	100.00 %	$567,147,000
				$1,872,858,000	91.08 %	$1,705,810,000

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.
² Rounded to the nearest hundredth of a percent.
³ Original Principal Amount tendered includes $30,000,000 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 April 30, 2024 (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 May 1, 2024.

BofA Securities acted as the designated lead dealer manager and Wells Fargo Securities acted as the designated dealer manager for the Offers. Fannie Mae has engaged Minority and Service-Disabled Veteran-owned Academy Securities, Inc. and Service-Disabled Veteran-owned Drexel Hamilton, LLC as advisors on the transaction. 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

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:
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https://www.fanniemae.com/news

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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.

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 was the total original principal amount tendered in Fannie Mae's CAS Notes tender offers?

The total original principal amount tendered in Fannie Mae's CAS Notes tender offers was approximately $1,706 million.

When is the expected settlement date for the Notes tendered and accepted in the Offers?

The settlement date for the Notes tendered and accepted in the Offers is expected to occur on April 30, 2024.

Which companies were engaged as advisors for the transaction?

Academy Securities, Inc. and Drexel Hamilton, were engaged as advisors for the transaction.