Item 1.01 Entry Into a Material Definitive Agreement.
Letter Agreement with Treasury
On September 14, 2021, Fannie Mae (formally known as the Federal National Mortgage Association), through the Federal Housing Finance Agency (“FHFA”), acting on Fannie Mae’s behalf in its capacity as conservator, and the United States Department of the Treasury (“Treasury”) entered into a letter agreement (the “Letter Agreement”). The Letter Agreement temporarily suspended the following provisions of the Amended and Restated Senior Preferred Stock Purchase Agreement, as amended (which we refer to as the “SPSPA”), between Fannie Mae and Treasury:
•Section 5.12(c)—relating to the single counterparty volume cap on single-family acquisitions for cash;
•Section 5.13—relating to the limit on multifamily volume;
•Section 5.14(a)—relating to the limit on specified higher-risk single-family acquisitions; and
•Section 5.14(b)—relating to the limit on acquisitions of single-family mortgage loans backed by second homes and investment properties.
These suspended provisions were new business restrictions contained in the January 14, 2021 letter agreement to the SPSPA. The Letter Agreement provides that the suspension of these provisions will terminate on the later of one year after the date of the agreement and six months after Treasury notifies us. We describe the terms of the SPSPA, including the suspended provisions described above, in our annual report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”), under the heading “Business—Conservatorship, Treasury Agreements and Housing Finance Reform—Treasury Agreements.”
The description of the Letter Agreement in this report is qualified in its entirety by reference to the full text of the agreement, which is filed as Exhibit 10.1 to this report and incorporated herein by reference.
Material Relationships with Treasury
Treasury beneficially owns more than 5% of the outstanding shares of our common stock by virtue of the warrant we issued to Treasury on September 7, 2008. Discussions of Treasury’s beneficial ownership of our common stock and our transactions with Treasury are contained in our 2020 Form 10-K under the heading “Certain Relationships and Related Transactions, and Director Independence—Transactions with Related Persons—Transactions with Treasury” and are incorporated herein by reference. Our 2020 Form 10-K also contains a description of the SPSPA, the senior preferred stock and the warrant under the heading “Business—Conservatorship, Treasury Agreements and Housing Finance Reform—Treasury Agreements.”
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being submitted with this report:
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Exhibit Number
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Description of Exhibit
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10.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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