UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM ABS-15G

ASSET-BACKED SECURITIZER

REPORT PURSUANT TO SECTION 15G

OF THE SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box to indicate the filing obligation to which this form is intended to satisfy:

[_] Rule 15Ga-1 under the Exchange Act (17 CFR 240.15Ga-1) for the reporting period _________ to __________.

Date of Report (Date of earliest event reported): ___________

Commission File Number of securitizer: ___________

Central Index Key Number of securitizer: ___________

 

 

(Name and telephone number, including area code, of the person to contact in connection with this filing)

Indicate by check mark whether the securitizer has no activity to report for the initial period pursuant to Rule 15Ga-1(c)(1): [_]

Indicate by check mark whether the securitizer has no activity to report for the quarterly period pursuant to Rule 15Ga-1(c)(2)(i): [_]

Indicate by check mark whether the securitizer has no activity to report for the annual period pursuant to Rule 15Ga-1(c)(2)(ii): [_]

[X] Rule 15Ga-2 under the Exchange Act (17 CFR 240.15Ga-2).

Central Index Key Number of depositor: 0001026214

Federal Home Loan Mortgage Corporation (as issuer of the Multifamily Mortgage Participation Certificates,

Series WE6116 and WE6117)

 

(Exact name of issuing entity as specified in its charter)

Central Index Key Number of issuing entity (if applicable): 0001026214

Central Index Key Number of underwriter (if applicable): ___________

Jason Griest (703) 903-2000

 

(Name and telephone number, including area code, of the person to contact in connection with this filing)

INFORMATION TO BE INCLUDED IN THE REPORT

PART I: REPRESENTATION AND WARRANTY INFORMATION

N/A

PART II: FINDINGS AND CONCLUSIONS OF THIRD-PARTY DUE DILIGENCE REPORTS

Item 2.01 Findings and Conclusions of a Third Party Due Diligence Report Obtained by the Issuer

See Independent Accountants’ Agreed-Upon Procedures Report, dated July 16, 2024, of KPMG LLP, attached as Exhibit 99.1 to this report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the reporting entity has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: July 16, 2024   

Federal Home Loan Mortgage Corporation,

as Depositor with respect to the Multifamily Mortgage Participation Certificates, Series WE6116 and WE6117

   By:  

/s/ Jason Griest

     Name: Jason Griest
     Title: Vice President – Multifamily Securitization

Exhibit 99.1    Independent Accountants’ Agreed-Upon Procedures Report, dated July 16, 2024, of KPMG LLP.

Exhibit 99.1

LOGO   

 

 

KPMG LLP

Suite 900

8350 Broad Street

McLean, VA 22102

 

Independent Accountants’ Agreed-Upon Procedures Report

Federal Home Loan Mortgage Corporation (the “Company” and “Specified Party”):

Re: Freddie Mac Multifamily Mortgage Participation Certificates, Series WE6116 and WE6117 – Data File Procedures

We have performed the procedures described below on the specified attributes in the Data File (defined below), with respect to the Freddie Mac Multifamily Mortgage Participation Certificates, Series WE6116 and WE6117 (together, the “Transaction”). In connection with the Transaction, the Specified Party has requested that the procedures be performed on 2 funding loans intended to be tax-exempt loans (the “Loans”), each secured by multifamily mortgage loans secured by 2 related mortgaged properties (the “Mortgaged Properties”), which we were informed are intended to be included as collateral in the offering by the Transaction. The Company is responsible for the specified attributes identified by the Company in the Data File.

The Specified Party has agreed to and acknowledged that the procedures performed are appropriate to meet their intended purpose of assisting the Specified Party in evaluating the accuracy of the specified attributes in the Data File. This report may not be suitable for any other purpose. No other parties have agreed to or acknowledged the appropriateness of these procedures for the intended purpose or any other purpose.

The procedures performed may not address all the items of interest to the Specified Party of this report and may not meet the needs of the Specified Party of this report and, as such, the Specified Party is responsible for determining whether the procedures performed are appropriate for their purposes. We make no representation regarding the appropriateness of the procedures either for the intended purpose or for any other purpose.

Unless otherwise stated, the following definitions have been adopted in presenting our procedures and findings:

 

  •  

The term “Data File” means an electronic data file entitled “July PCs Full Data Tape 7.11.2024 v4.xlsx” provided by the Company on July 11, 2024, containing information on the Loans and the related Mortgaged Properties within the Transaction, as of July 1, 2024 (the “Cut-off Date”).

 

  •  

The term “compared” means compared to the information shown and found it to be in agreement, unless otherwise stated. Such compared information was deemed to be in agreement if differences were within the reporting threshold.

 

  •  

The term “recomputed” means recalculated and compared the result to the information shown and found it to be in agreement, unless otherwise stated. Such recomputed information was deemed to be in agreement if differences were within the reporting threshold.

 

  •  

The term “reporting threshold” means that (i) dollar amounts, percentages, and debt service coverage ratios were within $1.00, 0.1%, and 0.01, respectively and (ii) dollar amounts were within $2.00 for the Data File attribute Maturity Balance.

 

  •  

The term “Compared Attributes” means the list of fields in the Data File which were selected by the Company for us to perform comparison procedures for and are listed in Attachment A.

 

   KPMG LLP, a Delaware limited liability partnership and a member firm of
the KPMG global organization of independent member firms affiliated with
KPMG International Limited, a private English company limited by guarantee.

LOGO

 

  •  

The term “Recomputed Attributes” means the list of fields in the Data File which were selected by the Company for us to perform recomputation procedures for and are listed in Attachment B.

 

  •  

The term “Calculation Methodology” means the formula listed in the Calculation Methodology field of Attachment B containing the calculation methodology for the Recomputed Attributes provided by the Company.

 

  •  

The term “Instructions” means the instructions provided by the Company pertaining to a procedure, specific attribute, methodology, or value, as described in Attachment C.

 

  •  

The term “Loan Files” means the copies of source documents made available by the Company and listed in Attachment A. We make no representations regarding the validity or accuracy of these documents.

 

  •  

The term “Provided Information” means the Loan Files, Calculation Methodology and Instructions.

Prior to being provided the Data File, we received one or more earlier versions of the data file on which to perform our procedures. In performing those procedures, we identified differences which were communicated to the Specified Party. The Data File represents the revised information reflecting resolution of differences communicated as determined appropriate by the Company. We performed the procedures on the Data File, and the results of those procedures are reflected herein.

The procedures we were instructed by the Company to perform and the associated findings are as follows. We performed the procedures on the specified attributes in the Data File for the Loans with the Compared Attribute ‘PC’ equal to ‘WE6116’ or ‘WE6117’:

 

A.

We compared the Compared Attributes in the Data File (except for those with “Provided by Company” in the “Source Document(s)” column of Attachment A) to the corresponding information included in the Loan Files, utilizing the Instructions, as applicable. The Specified Party indicated that the absence of any of the information in the Loan Files or the inability to agree the indicated information from the Data File to the Loan Files for each of the attributes identified, utilizing the Instructions as applicable, constituted an exception. The document priority is the order provided by the Company, which is listed in the “Source Document(s)” column of Attachment A, with the highest priority document listed first.

 

B.

We recomputed the Recomputed Attributes in the Data File using (i) the corresponding information contained in the Data File, (ii) the Calculation Methodology, as detailed in the “Calculation Methodology” column of Attachment B, and (iii) the Instructions, as applicable.

We were engaged by the Company to perform this agreed-upon procedures engagement and conducted our engagement in accordance with attestation standards established by the American Institute of Certified Public Accountants, which involves us performing the specific procedures agreed to and acknowledged above and reporting on findings based on the procedures performed. We were not engaged to, and did not, conduct an examination or review, the objective of which would be the expression of an opinion or conclusion, respectively, on the specified attributes in the Data File. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported.

We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement.

The procedures performed were applied based on information included in the Data File and Provided Information, without verification or evaluation of such information by us; therefore, we express no opinion or any other form of assurance regarding (i) the reasonableness of the information provided to us by the Company, (ii) the physical existence of the loans and related mortgaged properties, (iii) the reliability or accuracy of the Provided Information which was used in our procedures, or (iv) matters of legal interpretation.

 

2

LOGO

 

The procedures performed were not intended to address, nor did they address: (i) the conformity of the origination of the loans to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) the value of collateral securing any such loans and related mortgaged properties being securitized, (iii) the compliance of the originator of the loans with federal, state, and local laws and regulations, or (iv) any other factor or characteristic of the loans and related mortgaged properties that would be material to the likelihood that the issuer of the certificates will pay interest and principal in accordance with applicable terms and conditions. The procedures performed were not intended to satisfy any criteria for due diligence published by the nationally recognized statistical rating organizations (“NRSROs”).

The terms of our engagement are such that we have no responsibility to update this report because of events and circumstances that may subsequently occur.

This report is intended solely for the information and use of the Specified Party. It is not intended to be and should not be used by any other person or entity, including investors or the NRSROs, who are not identified in the report as the Specified Party but may have access to this report as required by law or regulation.

/s/ KPMG LLP

McLean, Virginia

July 16, 2024

 

3

ATTACHMENT A

 

COMPARED ATTRIBUTES

 

Attribute
Number

  

Attribute

  

Source Document(s)

1   Batch   Provided by Company
2   PC   Provided by Company
3   FM loan # (not part of final A-1)   Provided by Company
4   Loan No. / Property No.   Provided by Company
5   Property Name   Provided by Company
6   Originator   Governmental Note, Project Note, Continuing Covenant Agreement
7   Street Address   Appraisal Report, Engineering Report, USPS Website
8   Property City   Appraisal Report, Engineering Report, USPS Website
9   Property State   Appraisal Report, Engineering Report, USPS Website
10   Zip Code   Appraisal Report, Engineering Report, USPS Website
11   County   Appraisal Report, Engineering Report, USPS Website
12   Metropolitan Statistical Area   MSA Report
13   Property Type   Appraisal Report
14   Property Subtype   Appraisal Report, Investment Brief, Engineering Report, Property Inspection and Lease Audit, Continuing Covenant Agreement
15   Year Built   Engineering Report, Appraisal Report
16   Year Renovated   Engineering Report, Appraisal Report, Certificate of Substantial Completion (Form G704), Final Site Observation Report
17   Total Units   Rent Roll, Appraisal Report, Investment Brief, Continuing Covenant Agreement
18   Affordable Units (<=30% AMI)   CRA Report
19   Affordable VLI Units (<=50% AMI)   CRA Report
20   Affordable Units (<=60% AMI)   CRA Report
21   Affordable LI Units (<=80% AMI)   CRA Report
22   Affordable Units (80-90% AMI)   CRA Report
23   Affordable Units (90-100% AMI)   CRA Report
24   Affordable Units (100-120% AMI)   CRA Report
25   Occupancy As of Date   Rent Roll
26   Loan Purpose (Acquisition, Refinance)   Continuing Covenant Agreement, Investment Brief, Settlement Statement
27   Note Date   Project Note
28   First Payment Date   Project Note
29   Maturity Date   Project Note
30   Cut-Off Date   Provided by Company

 

A-1

ATTACHMENT A

 

Attribute
Number

  

Attribute

  

Source Document(s)

31   Original Loan Amount   Project Note
32   Cut-Off Date Loan Amount   Project Note
33   Maturity Balance   Project Note
34   Gross Interest Rate   Project Note
35   Rate Type   Project Note
36   Accrual Basis   Project Note
37   Loan Amortization Type   Project Note
38   Amortization Term (Original)   Project Note
39   IO Period   Project Note
40   Prepayment Provision   Project Note, Project Loan Agreement, Funding Loan Agreement
41   Appraisal Valuation Date   Appraisal Report
42   Appraisal Valuation Type   Appraisal Report
43   Appraised Value   Appraisal Report
44   UW EGI   Final Investment Brief (Excel or PDF), Underwriter’s Summary Report
45   UW Expenses   Final Investment Brief (Excel or PDF), Underwriter’s Summary Report
46   UW NCF   Final Investment Brief (Excel or PDF), Underwriter’s Summary Report
47   Most Recent Financial End Date   Final Investment Brief (Excel or PDF), Underwriter’s Summary Report
48   Most Recent EGI   Final Investment Brief (Excel or PDF), Underwriter’s Summary Report
49   Most Recent Expenses   Final Investment Brief (Excel or PDF), Underwriter’s Summary Report
50   Most Recent NCF   Final Investment Brief (Excel or PDF), Underwriter’s Summary Report
51   Replacement Reserve (Initial)   Continuing Covenant Agreement, List of all Escrow Accounts Held, Settlement Statement
52   Engineering Reserve/ Deferred Maintenance (Y/N)   Continuing Covenant Agreement, List of all Escrow Accounts Held, Settlement Statement
53   Tax Reserve (Y/N)   Continuing Covenant Agreement, List of all Escrow Accounts Held, Settlement Statement
54   Insurance Reserve (Y/N)   Continuing Covenant Agreement, List of all Escrow Accounts Held, Settlement Statement
55   Replacement Reserve (Y/N)   Continuing Covenant Agreement, List of all Escrow Accounts Held, Settlement Statement
56   Other Reserve (Y/N)   Continuing Covenant Agreement, List of all Escrow Accounts Held, Settlement Statement
57   Other Reserve Type   Continuing Covenant Agreement, List of all Escrow Accounts Held, Settlement Statement
58   Springing Reserve (Y/N)   Continuing Covenant Agreement, List of all Escrow Accounts Held
59   Springing Reserve Type   Continuing Covenant Agreement, List of all Escrow Accounts Held

 

A-2

ATTACHMENT A

 

Attribute
Number

  

Attribute

  

Source Document(s)

60   Seismic Insurance if PML >= 20% (Y/N)   Property Insurance Certificate, Form 1133, Seismic Report, Engineering Report, Continuing Covenant Agreement
61   Lien Position   Final Title Policy, Continuing Covenant Agreement
62   Title Vesting (Fee/Leasehold)   Security Instrument, Final Title Policy
63   Green Advantage®   FM Production Social Loan Report, CRA Report, Continuing Covenant Agreement
64   Tax Credit Syndicator Name   Provided by Company
65   Tax Credit Investor Name   Continuing Covenant Agreement, Limited Partnership Agreements, Operating Agreements
66   Governmental Lender   Governmental Note, Funding Loan Agreement
67   Fiscal Agent Name   Funding Loan Agreement, Continuing Covenant Agreement, Project Note
68   Sponsor Name   Guaranty Agreement, Continuing Covenant Agreement, Assumption Documents
69   Type of Regulatory Agreement(s)   Legal Affordability Summary Report, Continuing Covenant Agreement, Regulatory Agreements
70   Description of Regulatory Agreement(s)   Legal Affordability Summary Report
71   Other Affordability Restrictions   Legal Affordability Summary Report
72   % Units with Income Restrictions   Legal Affordability Summary Report
73   % Units with Rent Restrictions   Legal Affordability Summary Report
74   HAP Maturity Date   Legal Affordability Summary Report
75   Crossed Loans (Y/N)   Cross Collateralization Agreement, Continuing Covenant Agreement
76   Crossed Pool ID   Provided by Company
77   Permitted Partial Release (Y/N)   Continuing Covenant Agreement, Cross Collateralization Agreement
78   Permitted Voluntary Partial Principal Prepayments (Y/N)   Continuing Covenant Agreement, Long-Term Financing Agreement
79   Permitted Substitution (Y/N)   Continuing Covenant Agreement, Cross Collateralization Agreement
80   Additional Financing In Place (Existing) (Y/N)   Continuing Covenant Agreement, Secondary Financing Documents
81   Securitization Compensation   Commitment Letter
82   Impact Bonds Type   Provided by Company
83   Property Name   Provided by Company
84   Additional Financing Pool ID   Provided by Company
85   Additional Financing Type   Legal Issues Analysis; Secondary Financing Documents; Continuing Covenant Agreement
86   Additional Financing Original Amount   Legal Issues Analysis; Secondary Financing Documents; Continuing Covenant Agreement
87   Additional Financing Provider/Lien Holder   Legal Issues Analysis; Secondary Financing Documents; Continuing Covenant Agreement

 

A-3

ATTACHMENT A

 

Attribute
Number

  

Attribute

  

Source Document(s)

88   Additional Financing Lien Priority   Legal Issues Analysis; Secondary Financing Documents; Continuing Covenant Agreement
89   Soft Pay/Hard Pay   Legal Issues Analysis; Secondary Financing Documents; Continuing Covenant Agreement
90   Additional Financing Current Gross Interest Rate   Legal Issues Analysis; Secondary Financing Documents; Continuing Covenant Agreement
91   Additional Financing Rate Type   Legal Issues Analysis; Secondary Financing Documents; Continuing Covenant Agreement
92   Additional Financing Maturity Date   Secondary Financing Documents; Continuing Covenant Agreement
93   Other Additional Financing Description (Existing)   Provided by Company
94   Freddie Mac Loan Number   Continuing Covenant Agreement, Project Note
95   Property Name   Provided by Company
96   Furthering Economic Opportunity in Areas(1)   Freddie Mac Mission Map website (Duty to Serve Tool)
97   Underserved Population   FM Production Social Loan Report
98   Transitional Housing   FM Production Social Loan Report
99   RAD(2)   FM Production Social Loan Report

 

A-4

ATTACHMENT B

 

RECOMPUTED ATTRIBUTES

 

Attribute
Number

  

Attribute

  

Calculation Methodology

100   Cut-Off Date Balance / Unit   Cut-Off Date Loan Amount divided by Total Units.
101   Occupancy%   Number of occupied units listed on the Rent Roll Source Document divided by Total Units.
102   % of Cut-Off Date Pool Balance   Respective Cut-Off Date Loan Amount divided by sum of pool Cut-Off Date Loan Amounts.
103   Monthly Debt Service Amount (Amortizing)   If Loan Amortization Type is equal to “Interest Only”, set equal to Monthly Debt Service Amount (IO). Otherwise, confirm using Project Note.
104   Monthly Debt Service Amount (IO)   Recompute using the Original Loan Amount, Accrual Basis, IO Period and Gross Interest Rate. Assume all scheduled payments of principal and/or interest on the Loans are made and that there are no prepayments or other unscheduled collections.
105   Amortization Term (Remaining)   Recompute using the Amortization Term (Original), Seasoning and IO Period.
106   Loan Term (Original)   Number of payments between and including the First Payment Date and Maturity Date.
107   Loan Term (Remaining)   Recompute using the Loan Term (Original), Maturity Date and Cut-off Date.
108   Seasoning   Loan Term (Original) minus Loan Term (Remaining).
109   Prepayment Provision End Date   Use Prepayment Provision to recompute the last business day of the prepayment period before the beginning of the window period, as defined in the Project Note.
110   Cut-Off Date LTV   Cut-Off Date Loan Amount divided by Appraised Value.
111   Maturity LTV   Maturity Balance divided by Appraised Value.
112   UW NCF DSCR   UW NCF divided by product of 12 and Monthly Debt Service Amount (Amortizing).
113   UW NCF DSCR (IO)   UW NCF divided by product of 12 and Monthly Debt Service Amount (IO).
114   Combined Cut-Off Date LTV   Equal to N/A if Additional Financing In Place (Existing) (Y/N) is equal to “No”, or if additional financing (i) is ‘soft debt’, (ii) has conditions that provide for the potential forgiveness of the debt, (iii) is owned by the Company, (iv) is a pari passu companion loan or (v) is unsecured. Otherwise, sum of Cut-Off Date Loan Amount and any cut-off balance of additional financing which is not represented by any of the conditions (i) through (v) above, divided by Appraised Value.

 

B-1

ATTACHMENT B

 

Attribute
Number

  

Attribute

  

Calculation Methodology

115   Combined UW NCF DSCR   Equal to N/A if Additional Financing In Place (Existing) (Y/N) is equal to “No”, or if additional financing (i) has a floating interest rate, (ii) is ‘soft debt’, where there is either no requirement for repayment, or payments are calculated from excess cash flows, (iii) has conditions that provide for the potential forgiveness of the debt, (iv) is owned by the Company, (v) is a pari passu companion loan or (vi) is unsecured. Otherwise, UW NCF divided by product of 12 and the sum of Monthly Debt Service Amount (Amortizing) and monthly debt service of any Additional Financing In Place (Existing) (Y/N) which is not represented by any of the conditions (i) through (vi) above.
116   Combined UW NCF DSCR (IO)   Equal to N/A if Additional Financing In Place (Existing) (Y/N) is equal to “No”, or if additional financing (i) has a floating interest rate, (ii) is ‘soft debt’, where there is either no requirement for repayment, or payments are calculated from excess cash flows, (iii) has conditions that provide for the potential forgiveness of the debt, (iv) is owned by the Company, (v) is a pari passu companion loan or (vi) is unsecured. Otherwise, UW NCF divided by product of 12 and the sum of Monthly Debt Service Amount (IO) and interest only monthly debt service of any Additional Financing In Place (Existing) (Y/N) which is not represented by any of the conditions (i) through (vi) above.
117   UW NOI   UW EGI minus UW Expenses
118   Most Recent NOI   Most Recent EGI minus Most Recent Expenses

 

B-2

ATTACHMENT C

 

INSTRUCTIONS

 

  1.

For those Compared Attributes with the source document indicated as “Provided by Company,” and those Recomputed Attributes with the calculation methodology indicated as “Provided by Company,” we were instructed by the Company to assume the attribute or result is accurate and therefore, we did not perform any procedure.

 

  2.

For the Compared Attribute “Seismic Insurance if PML >= 20% (Y/N)”, we were instructed by the Company to use ‘Yes’ as the value for the Compared Attribute if the Continuing Covenant Agreement requires earthquake insurance due to building retrofitting and evidence of earthquake insurance was observed in the loan files.

 

  3.

For the Compared Attribute “Tax Credit Investor Name”, we were instructed by the Company to list all entities with over a 15% ownership interest in the borrower, as identified in the ‘Organizational Chart of Borrower’ in the Source Document (“Continuing Covenant Agreement”).

 

  4.

For the Compared Attribute “Year Renovated”, we were instructed by the Company to use the year of the expected completion date of repairs listed in the Continuing Covenant Agreement if such date is shown.

 

  5.

For the Compared Attribute “Appraisal Valuation Type”, we were instructed by the Company to use only the values “As-Is”, “As-Complete”, and “As-Stabilized” (each, an “Acceptable Value Type”). If the Appraisal Report included more than one of an Acceptable Value Type, we were instructed by the Company to use the appraised value listed in the ‘Loan Terms and Underwriting Summary’ section of the Investment Brief to determine which Appraisal Report value to use for the Compared Attribute “Appraised Value”.

 

  6.

For the Compared Attribute “Prepayment Provision”, we were instructed by the Company to exclude any defeasance characteristics noted in the Source Documents.

 

  7.

For the Compared Attribute “Gross Interest Rate”, we were instructed by the Company to use the ‘Interest Rate Plus Servicing Fee’ from the amortization schedule included in the Source Document (“Project Note”).

 

  8.

For the Compared Attribute “Maturity Balance”, we were instructed by the Company to use the outstanding balance that is scheduled to be due on the Maturity Date, excluding the principal component of the monthly debt service amount due on such date included in the Source Document (“Project Note”).

 

  9.

For mortgage loans that the Company identified as a ‘taxable tail’, which are supplemental to the related tax-exempt Loans (each, a “Taxable Tail”), we were instructed by the Company to use ‘Taxable Tail’ as the value for the Compared Attribute “Additional Financing Type”. We were also instructed by the Company to include the Taxable Tail when calculating the following Recomputed Attributes: “Cut-Off Date Balance / Unit”, “Cut-Off Date LTV”, “Maturity LTV”, “UW NCF DSCR”, and “UW NCF DSCR (IO)”.

 

  10.

For the Mortgaged Property with Property Name equal to ‘Ovation At Arrowbrook II TEL’, for the Compared and Recomputed Attributes “UW Expenses”, “UW NOI” and “UW NCF”, we were instructed by the Company to exclude the related expense adjustment in the Source Document so that “UW NOI” and “UW NCF” values reflect the full property amount.

 

C-1

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