Form 8-K - Current report

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): November 3, 2023

Federal Home Loan Mortgage Corporation

(Exact name of registrant as specified in its charter)

Freddie Mac

Federally chartered
corporation

001-34139

52-0904874

(State or other jurisdiction of
incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

8200 Jones Branch Drive

McLean

Virginia

22102-3110

(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 November 3, 2023, 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 notice of guaranteed delivery, each dated as of November 3, 2023. The Offer will expire at 5 p.m. New York City time on Thursday, November 9, 2023 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						Press Release, dated November 3 , 2023, issued by Freddie Mac
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/	Christian M. Lown
		Christian M. Lown
		EVP & Chief Financial Officer

Date: November 3, 2023

______________________________________________________________________________________________________

Freddie Mac Form 8-K

Exhibit 99.1

FOR IMMEDIATE RELEASE

November 3, 2023

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 Friday, November 3, 2023. 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 Wells Fargo Securities, LLC and BofA Securities, Inc. 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 Debt Agreement or Indenture upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 3, 2023 (as amended from time to time, the “Offer to Purchase”) and related Notice of Guaranteed Delivery dated November 3, 2023 (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 Friday, November 3, 2023, and expire at 5 p.m. New York City time on Thursday, November 9, 2023 (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 Thursday, November 9, 2023, 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, November 14, 2023. Any Notes tendered using the Notice of Guaranteed Delivery and accepted for purchase are expected to be purchased on Thursday, November 16, 2023, 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
(Rule 144a / Regulation S)

ISIN Number
(Rule 144a / Regulation S)

Original
Principal Amount

Tender Offer Consideration
(per $1,000 original principal amount)

STACR 2018-DNA2 M-2

STACR Trust 2018-DNA2

35563TAB7 / N/A

US35563TAB70 / N/A

$7,280,000

$1,016.88

STACR 2018-DNA3 M-2

STACR Trust 2018-DNA3

35563WAH7 / N/A

US35563WAH79 / N/A

$8,738,541

$1,015.00

STACR 2018-HQA1 M-2

N/A

3137G0UD9 / N/A

US3137G0UD91 / N/A

$196,762,879

$1,025.00

STACR 2018-HRP1 B-1

STACR Trust 2018-HRP1

3137G0VA4 / N/A

US3137G0VA44 / N/A

$25,981,410

$1,034.38

STACR 2019-DNA3 M-2

STACR Trust 2019-DNA3

35564TAH3 / N/A

US35564TAH32 / N/A

$179,216,019

$1,020.00

STACR 2019-FTR2 M-2

STACR Trust 2019-FTR2

35564WAH6 / N/A

US35564WAH60 / N/A

$34,332,503

$1,021.88

STACR 2020-DNA1 B-1

STACR REMIC Trust 2020-DNA1

35565HBD6 / N/A

US35565HBD61 / N/A

$106,000,000

$1,021.25

STACR 2020-DNA1 M-2

STACR REMIC Trust 2020-DNA1

35565HAH8 / U3198MAH7

US35565HAH84 / USU3198MAH70

$350,000,000

$1,007.50

STACR 2020-DNA2 B-1

STACR REMIC Trust 2020-DNA2

35565KBD9 / N/A

US35565KBD90 / N/A

$156,000,000

$1,030.00

STACR 2020-DNA2 M-2

STACR REMIC Trust 2020-DNA2

35565KAH1 / N/A

US35565KAH14 / N/A

$437,000,000

$1,015.63

STACR 2020-HQA1 B-1

STACR REMIC Trust 2020-HQA1

35565JBD2 / N/A

US35565JBD28 / N/A

$87,000,000

$1,016.56

STACR 2020-HQA1 M-2

STACR REMIC Trust 2020-HQA1

35565JAH4 / N/A

US35565JAH41 / N/A

$330,000,000

$1,008.13

STACR 2020-HQA2 M-2

STACR REMIC Trust 2020-HQA2

35565LAH9 / N/A

US35565LAH96 / N/A

$478,000,000

$1,044.69

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 Wells Fargo Securities, LLC at (704) 410-4756 or (866) 309-6316 (toll free); to BofA Securities, Inc. at (980) 387-3907 or (888) 292-0070 (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, 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 | Twitter | LinkedIn | Facebook | Instagram | YouTube

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Document and Entity Information	Nov. 03, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 03, 2023
Entity Registrant Name	Federal Home Loan Mortgage Corporation
Entity File Number	001-34139
Entity Tax Identification Number	52-0904874
Entity Address, Address Line One	8200 Jones Branch Drive
Entity Address, City or Town	McLean
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22102-3110
City Area Code	703
Local Phone Number	903-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001026214
Amendment Flag	false
Entity Incorporation, State or Country Code	X1