Federal Mortgage on Home Loan: Freddie Mac Announces Tender Offer for All or Portion of Certain Debt STACR – Form 8-K

Freddie Mac Announces Tender Offer for All or a Portion of Certain STACR Debt Securities

McLean, Va. – Freddie Mac (OTCQB: FMCC) today announced the launch of a fixed price tender offer (the “Offer”) to purchase all of the Structured Agency Credit (STACR®) bonds Risk) listed below (the “Notes”) effective Tuesday, June 7, 2022. Each series of Notes was issued by the STACR trust identified in the table below (each, a “Trust”). Freddie Mac is the holder of the Certificate of Ownership issued by each Trust and, therefore, the sole beneficial owner of each Trust.

Freddie Mac engaged BofA Securities, Inc. and Citigroup Global Markets Inc. as lead managers (the “Lead Managers”) and CastleOak Securities, LP as co-lead managers (the “Co-Lead Managers”). and, collectively with the Lead Dealer Managers, the “Dealer Managers”) for the offer. Freddie Mac offers to purchase all of the notes listed in the table below. The applicable Aggregate Consideration to be paid by Freddie Mac to holders who tender Notes accepted for purchase pursuant to the Offer will be calculated on the basis of the original principal amount of such tendered and accepted Notes, the applicable factor and the the applicable Tender Offer identified in the table below, plus any accrued and unpaid interest under the applicable indenture on the terms and subject to the conditions set forth in the offer to purchase dated June 7, 2022 (as amended from time to time, the “Offer to Purchase”) and related Notice of Guaranteed Delivery dated June 7, 2022 (collectively, the “Offer Documents”). Capitalized terms used and not otherwise defined herein shall have the meaning assigned to them in the Offer to Purchase.

The tender offer period will begin on Tuesday, June 7, 2022 and will expire at 5:00 p.m., New York City time, on Monday, June 13, 2022 (the “Expiration Time”), unless extended. Holders must validly tender their Notes no later than the Expiry Time. Validly tendered tickets may be withdrawn at any time on or before 5:00 p.m. New York City time on Monday, June 13, 2022, unless extended by us, but not after (except in certain limited circumstances where additional withdrawal rights are granted by us or as otherwise required by law).

Holders whose Notes are purchased under the Offer will receive accrued and unpaid interest from the last interest payment date until the settlement date (as defined in the Offer to Purchase) of the tickets. Freddie Mac expects the settlement date to be Wednesday, June 15, 2022. All tickets tendered using Notice of Guaranteed Delivery and accepted for purchase are expected to be purchased on Thursday, June 16, 2022, but payment of accrued interest on such Notes will be made only up to, but not including, the date of settlement.

Trust STACR

Series of banknotes

CUSIP number

ISIN number

Original Principal Amount

Consideration of the public offer
(per $1,000 of initial capital)

STACR Trust 2018-DNA2

STACR 2018-DNA2 M-2

35563TAB7

US35563TAB70

$284,955,036

$1,013.44

Trust STACR 2018-HQA2

STACR 2018-HQA2 M-2

35563XAH5

US35563XAH52

$343,850,000

1,004.38

STACR Trust 2018-DNA3

STACR 2018-DNA3 M-2

35563WAH7

US35563WAH79

$231,133,034

1,007.66

STACR Trust 2019-DNA1

STACR 2019-DNA1 M-2

35563KAH3

US35563KAH32

$327,000,000

1,017.81

Trust STACR 2019-HQA1

STACR 2019-HQA1 M-2

35563MAH9

US35563MAH97

$305,000,000

1,010.47

STACR Trust 2019-DNA2

STACR 2019-DNA2 M-2

35564LAH0

US35564LAH06

$352,000,000

1,012.50

Trust STACR 2019-HQA2

STACR 2019-HQA2 M-2

35564MAH8

US35564MAH88

$280,000,000

1,004.06

STACR Trust 2019-HRP1

STACR 2019-HRP1 M-2

35564RAK0

US35564RAK05

$112,000,000

1,000.63

This announcement is neither an offer to buy nor a solicitation of offers to buy any of these securities. Neither Freddie Mac nor the Dealer Managers nor the Information Agent recommends that any holder of Securities deposit or refrain from depositing all or any part of the initial principal amount of such holder’s Securities. Holders must decide for themselves whether or not they wish to deposit securities and, if so, decide on the initial principal amount of securities to be deposited.

The Offer is made only on the terms and subject to the conditions set forth in the Offer Documents. Copies of the offering documents may be obtained from the Freddie Mac website at https://crt.freddiemac.com/securities or 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 offering may be directed to BofA Securities, Inc. at (980) 387-3907 or (888) 292-0070 (toll-free); Citigroup Global Markets Inc. at 212-733-6106 or (800) 558-3745 (toll free); CastleOak Securities, LP at (212) 610-5593; or Global Bondholder Services Corporation, as Submission 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 any materials relating to the Offer come into your possession, you are required by Freddie Mac to inform you of and to observe all such restrictions. The Offer Materials do not constitute, and may not be used in connection with, an offer or solicitation in any location where offers or solicitations are not permitted by law. If a jurisdiction requires the offer to be made by a licensed broker or dealer and a broker-dealer or any affiliate of a broker-dealer is a licensed broker or dealer in that jurisdiction, the offer will be deemed have been made by the broker-manager or such affiliate on behalf of Freddie Mac in that jurisdiction.

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Freddie Mac makes home possible for millions of families and individuals by providing mortgage capital to lenders. Since our founding by Congress in 1970, we have made housing more accessible and affordable for buyers and renters in communities nationwide. We are building a better housing finance system for buyers, renters, lenders and ratepayers. Learn more at FreddieMac.com, Twitter @FreddieMac and the Freddie Mac Blog FreddieMac.com/blog

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