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Oct. 9 — Federal Home Loan Mortgage Corp.—Freddie Mac—Oct. 8 won its bid for revision of previous no action relief in connection with the registration of its common stock under Section 12(g) of the 1934 Securities Exchange Act.
The Securities and Exchange Commission Division of Corporation Finance said it agreed to the revision based on the representations in counsel's letter and that any different facts may require a different conclusion.
According to the SEC staff, under the previous no-action relief, rather than filing a Form 8-K, Freddie Mac was allowed to include the required disclosure in its offering circular and supplement to the offering circular for the issuance of the security, provided those documents were posted on its web site within the timing requirements of Rule 424 under the 1933 Securities Act. The relief also mandated that Freddie Mac must submit a monthly Form 8-K disclosing a summary of the volume of mortgage-related securities it issued in the previous month and the balance of mortgage-related securities it guarantees that are outstanding and held by others at the end of the month.
Kevin I. MacKenzie, deputy general counsel for Freddie Mac, said that the corporation now requests a “minor revision” to the terms of the 2008 relief that would allow it to provide the summary information about its issuance of mortgage-related securities on its website each month, instead of providing the information in a Form 8-K.
Counsel said that the revision would be “consistent with the public interest and the protection of investors.” It also would simplify Freddie Mac's internal processes and allow it to operate more efficiently for the benefit of the U.S. Treasury and taxpayers, he added. Last, counsel said that the requested practice is already in use by Fannie Mae.
In granting the requested revision, the staff assured Freddie Mac that it wouldn't risk enforcement action if it posted the “Monthly Volume Summary” on its website each month and issued a press release announcing the issuance of the MVS that provides a link to the relevant website page.
The no-action response was signed by special counsel Carolyn Sherman.
To see counsel's letter, visit: http://www.sec.gov/divisions/corpfin/cf-noaction/2015/freddiemac-100815-13-incoming.pdf.
To see the SEC's determination, visit: http://www.sec.gov/divisions/corpfin/cf-noaction/2015/freddiemac-100815-13.htm.
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