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 Structured Pass-Through Certificates, Series K-761) and FREMF 2025-K761 Mortgage Trust |
| (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’ Report on Applying Agreed-Upon Procedures, dated August 26, 2025, of Deloitte & Touche 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: August 26, 2025 | Federal Home Loan Mortgage Corporation, as Depositor with respect to the Structured Pass-Through Certificates, Series K-761, and as Securitizer with respect to the FREMF 2025-K761 Mortgage Trust | ||
| By: | /s/ Jason Griest | ||
| Name: | Jason Griest | ||
| Title: | Vice President–Multifamily Securitization | ||
EXHIBIT INDEX
| Exhibit 99.1 | Independent Accountants’ Report on Applying Agreed-Upon Procedures, dated August 26, 2025, of Deloitte & Touche LLP. |
Exhibit 99.1
|
Deloitte & Touche LLP 3 Second Street Jersey City, NJ 07311
Tel: +1 212 937 8200 www.deloitte.com |
Federal Home Loan Mortgage Corporation
8100 Jones Branch Drive
McLean, Virginia 22102
Independent Accountants’ Report
on Applying Agreed-Upon Procedures
We have performed the procedures described below relating to certain information with respect to a portfolio of mortgage assets in connection with the proposed offering of certain classes of FREMF 2025-K761 Mortgage Trust, Multifamily Mortgage Pass-Through Certificates, Series 2025-K761 and Freddie Mac Structured Pass-Through Certificates, Series K-761. Federal Home Loan Mortgage Corporation (“Freddie Mac” or the “Company”) is responsible for the information provided to us, including the information set forth in the Data File (as defined herein).
The Company has agreed to the procedures and acknowledged that the procedures performed are appropriate to meet the intended purpose of evaluating the accuracy of certain information set forth in the Data File. Additionally, BMO Capital Markets Corp. and Wells Fargo Securities, LLC (collectively with the Company, the “Specified Parties”) have agreed to the procedures and acknowledged that the procedures performed are appropriate for their purposes. This report may not be suitable for any other purpose. The procedures performed may not address all of the items of interest to a user of the report and may not meet the needs of all users of the report and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes. Consequently, we make no representations regarding the appropriateness of the procedures described below either for the purpose for which this report has been requested or for any other purpose.
We performed certain procedures on earlier versions of the Data File and communicated differences prior to being provided the final Data File which was subjected to the procedures described below.
Capitalized terms used but not defined herein are used with the meanings as described in “The Bond Market Association's Standard Formulas for the Analysis of Mortgage-Backed Securities and Other Related Securities.”
Procedures and Findings
On August 26, 2025, representatives of Freddie Mac provided us with a computer-generated mortgage loan data file and related record layout (the “Data File”) containing 31 mortgage loans that are secured by 31 mortgaged properties (the “Mortgage Assets”).
| Member of Deloitte Touche Tohmatsu Limited |
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From July 16, 2025 through August 21, 2025, representatives of Freddie Mac provided us with certain Source Documents (as defined in the attached Appendix A) related to the Mortgage Assets. We were not requested to perform, and we did not perform, any procedures with respect to the preparation or verification of any of the information set forth on the Source Documents and we make no representations concerning the accuracy or completeness of any of the information contained therein. In certain instances, our procedures were performed using data imaged facsimiles or photocopies of the Source Documents. In addition, we make no representations as to whether the Source Documents are comprehensive and valid instruments and reflect the current prevailing terms with respect to the corresponding Mortgage Assets.
At your request, for each of the Mortgage Assets set forth on the Data File, we compared certain characteristics (except for the characteristics identified as “None - provided by Freddie Mac” on Appendix A) set forth on the Data File (the “Characteristics” as indicated on Appendix A) to the corresponding information set forth on or derived from the corresponding Source Documents and found them to be in agreement.
We make no representations as to (i) the actual characteristics or existence of the underlying documents or data comprising the Mortgage Assets underlying the Data File or the conformity of their respective characteristics with those assumed for purposes of the procedures described herein, (ii) the existence or ownership of the Mortgage Assets or (iii) the reasonableness of any of the aforementioned assumptions, information or methodologies.
It should be understood that we make no representations as to questions of legal interpretation or as to the sufficiency for your purposes of the procedures enumerated in the preceding paragraphs. Also, such procedures would not necessarily reveal any material misstatement of the information referred to above. We have no responsibility to update this report for events or circumstances that occur subsequent to the date of this report.
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 (“AICPA”). An agreed-upon procedures engagement involves the practitioner performing specific procedures that the engaging party has agreed to and acknowledged to be appropriate for the purpose of the engagement and reporting on findings based on the procedures performed. We were not engaged to conduct, and did not conduct, an (i) audit conducted in accordance with generally accepted auditing standards or (ii) examination or a review engagement conducted in accordance with attestation standards established by the AICPA, the objective of which would be the expression of an opinion or conclusion, respectively, on the information in the Data File. Accordingly, we do not express such an opinion or conclusion, or any other form of assurance, including reasonable assurance. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.
We are required to be independent of the Company and to meet our other ethical responsibilities, as applicable for agreed-upon procedures engagements set forth in the Preface: Applicable to All Members and Part 1 – Members in Public Practice of the Code of Professional Conduct established by the AICPA. Independence requirements for agreed-upon procedure engagements are less restrictive than independence requirements for audit and other attestation services.
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None of the engagement, procedures or report were intended to address, nor did they address, the (i) conformity of the origination of the assets to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) value of collateral securing such assets or (iii) compliance of the originator of the assets with federal, state, and local laws and regulations.
None of the engagement, procedures or report were intended to satisfy, nor did they satisfy, any criteria for due diligence published by a nationally recognized statistical rating organization.
This report is intended solely for the use and information of the Specified Parties and is not intended to be and should not be used by anyone other than the Specified Parties. It is not to be used, distributed, circulated, quoted or otherwise referred to for any other purpose, nor is it to be filed with or referred to in whole or in part in any other document.
Yours truly,
/s/ Deloitte & Touche LLP
August 26, 2025
Appendix A
Source Documents
For purposes of performing the agreed-upon procedures described herein and at your request, we relied upon the following source documents as provided to us by representatives of Freddie Mac, with respect to each of the Mortgage Assets (the “Source Documents”):
Promissory note, consolidated, amended and restated promissory note and/or loan modification (collectively, the “Note”);
Loan agreement, multifamily loan and security agreement and/or amendment to multifamily loan and security agreement and other loan documents (collectively, the “Loan Agreement”);
Mortgage, deed of trust, indemnity deed of trust and/or security instrument (collectively, the “DOT”);
Closing statement (the “Closing Statement”);
Escrow agreement and/or list of escrows held (collectively, the “Escrow Agreement”);
Letter of credit (the “Letter of Credit”);
Servicing report, record and/or provided electronic file (collectively, the “Servicing Report”);
Commitment letter, exhibit A and/or ERLA (collectively, the “Commitment”);
Electronic data file containing certain regulatory information for specific Mortgage Assets (the “Regulatory Agreement Summary”);
Guaranty agreements and/or exceptions to non-recourse agreement (collectively, the “Guaranty”);
Title policy or pro-forma title policy (collectively, the “Title Policy”);
Ground lease and/or ground lease estoppel (collectively, the “Ground Lease”);
Real estate property appraisal report (the “Appraisal Report”);
United States Postal Service website – www.usps.com (the “USPS”);
Zoning report or zoning summary (collectively, the “Zoning Report”);
Property condition report or physical risk report (collectively, the “Engineering Report”);
Phase I environmental report (the “Phase I Report”);
Phase II environmental report (the “Phase II Report”);
MSA file report (the “MSA File”);
Seismic report or zoning map (collectively, the “Seismic Report”);
Final investment brief, underwriter’s summary report and/or financial update (collectively, the “Investment Brief”);
Green Assessment Report (the “Green Assessment”);
Property inspection and lease audit (the “Property Inspection and Lease Audit”);
Asset Summary of Mortgage Loan (the “ASR”);
Borrower rent roll (the “Rent Roll”);
Commercial lease (the “Commercial Lease”);
Property insurance certificate, environment insurance certificate, Form 1113 and/or MICT screenshot (collectively, the “Proof of Insurance”);
Secondary financing document, subordinate promissory note, subordinate loan agreement, subordination agreement and/or modification, renewal and extension agreement (collectively, the “Secondary Financing Document”);
Property management agreement and/or assignment of management agreement (collectively, the “Management Agreement”);
Cash management agreement, lockbox agreements and/or legal summary (collectively, the “Cash Management Agreement”);
Form 1115 (the “Form 1115”);
Non-consolidation opinion (the “Non-Consolidation Opinion”);
Cross-collateralization agreement (the “Cross-Collateralization Agreement”);
Trustee bid letter (the “Trustee Bid”); and
CRA report (the “CRA Report”).
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With respect to Characteristic 14, assuming, at your request, no prepayments of principal, we recomputed the Cut-off Balance using the First Payment Date, the Original Principal Balance, the Interest Calculation Method, the Monthly Debt Service, the Note Rate, the Interest Only Term and the Cut-off Date. At the request of representatives of Freddie Mac, Cut-off Balance differences of one dollar or less were deemed to be “in agreement” for purposes of this report.
With respect to Characteristic 15, assuming, at your request, no prepayments of principal, we recomputed the Maturity Balance using the First Payment Date, the Monthly Debt Service, the Original Principal Balance, the Interest Calculation Method, the Note Rate, the Interest Only Term and the Maturity Date. At the request of representatives of Freddie Mac, Maturity Balance differences of one dollar or less were deemed to be “in agreement” for purposes of this report.
With respect to Characteristic 16, we recomputed the % of Cut-off Date Pool Balance by dividing the (i) Cut-off Balance by (ii) sum of each of the Mortgage Assets’ Cut-off Balance.
With respect to Characteristic 17, we recomputed the % of Cut-off Date Loan Group Balance by dividing the (i) Cut-off Balance by (ii) sum of each of the Mortgage Assets’ Cut-off Balance for each applicable Loan Group.
With respect to Characteristic 22, (i) for those Mortgage Assets with an Amortization Type of “Interest Only,” if any, we compared the Monthly Debt Service to the Monthly Debt Service (IO) and (ii) for those Mortgage Assets with an Amortization Type of “Partial IO” or “Balloon,” if any, we compared the Monthly Debt Service to the corresponding information set forth on the Note.
With respect to Characteristic 23, we recomputed the Monthly Debt Service (IO) as one twelfth of the product of (i) the Original Principal Balance, (ii) the Note Rate and (iii) a fraction equal to 365/360. This procedure was not performed for those Mortgage Assets with an Amortization Type of “Balloon,” if any.
With respect to Characteristic 29, we recomputed the Original Amortization Term (months) by using the Original Principal Balance, the Monthly Debt Service and the Note Rate and a 30/360
Interest Calculation Method. This procedure was not performed for those Mortgage Assets with an Amortization Type of “Interest Only.”
With respect to Characteristic 30, we recomputed the Original Loan Term (months) by determining the number of payment dates from and inclusive of the First Payment Date to and inclusive of the Maturity Date.
With respect to Characteristic 31, we recomputed the Remaining Amortization by subtracting the (i) Seasoning as of Cut-off Date from (ii) Original Amortization Term (months). With respect to those Mortgage Assets with an Amortization Type of “Partial IO,” for purposes of the procedure indicated herein, the Seasoning as of Cut-off Date is reduced by (but to a result not less than zero) the Interest Only Term. This procedure was not performed for those Mortgage Assets with an Amortization Type of “Interest Only,” if any.
With respect to Characteristic 32, we recomputed the Remaining Term by subtracting the (i) Seasoning as of Cut-off Date from (ii) Original Loan Term (months).
With respect to Characteristic 33, we recomputed the Seasoning as of Cut-off Date by determining the number of payment dates from and inclusive of the First Payment Date to and inclusive of the Cut-off Date.
With respect to Characteristic 34, (i) for those Mortgage Assets with an Amortization Type of “Partial IO,” we recomputed the Interest Only Term by determining the number of payment dates from and inclusive of the First Payment Date to and exclusive of the first principal and interest installment due date (as set forth on the Note) and (ii) for those Mortgage Assets with an Amortization Type of “Interest Only,” if any, we compared the Interest Only Term to the Original Loan Term (months). This procedure was not performed for those Mortgage Assets with an Amortization Type of “Balloon,” if any.
With respect to Characteristic 49, we recomputed the Cut-off Balance Per Unit by dividing the (i) Cut-off Balance by (ii) Number of Units. With respect to a cross collateralized Mortgage Asset, if any (as set forth on the Loan Agreement or DOT), this procedure was performed with the aggregate Cut-off Balance and the aggregate Number of Units of the related cross collateralized Mortgage Assets.
With respect to Characteristic 59, we recomputed the LTV at Cutoff by dividing the (i) Cut-off Balance by (ii) Appraised Value. With respect to a cross collateralized Mortgage Asset, if any (as set forth on the Loan Agreement or DOT), this characteristic was calculated as the weighted average quotient referred to in the previous sentence, for each related Mortgage Asset in such crossed loan group, weighted by the respective Cut-off Balance.
With respect to Characteristic 60, we recomputed the LTV at Maturity by dividing the (i) Maturity Balance by (ii) Appraised Value. With respect to a cross collateralized Mortgage Asset, if any (as set forth on the Loan Agreement or DOT), this characteristic was calculated as the weighted average quotient referred to in the previous sentence, for each related Mortgage Asset in such crossed loan group, weighted by the respective Cut-off Balance.
With respect to Characteristic 66, we recomputed the U/W DSCR (NCF) by dividing the (i) U/W NCF by (ii) annualized Monthly Debt Service. With respect to a cross collateralized Mortgage Asset, if any (as set forth on the Loan Agreement or DOT), this characteristic was calculated as
the weighted average quotient referred to in the previous sentence, for each related Mortgage Asset in such crossed loan group, weighted by the respective Cut-off Balance.
With respect to Characteristic 67, we recomputed the U/W IO DSCR (NCF) by dividing the (i) U/W NCF by (ii) annualized Monthly Debt Service (IO). With respect to a cross collateralized Mortgage Asset, if any (as set forth on the Loan Agreement or DOT), this characteristic was calculated as the weighted average quotient referred to in the previous sentence, for each related Mortgage Asset in such crossed loan group, weighted by the respective Cut-off Balance. This procedure was not performed for those Mortgage Assets with an Amortization Type of “Balloon,” if any.
With respect to Characteristic 73, we recomputed the Most Recent DSCR (NCF) by dividing the (i) Most Recent NCF by (ii) annualized Monthly Debt Service. With respect to a cross collateralized Mortgage Asset, if any (as set forth on the Loan Agreement or DOT), this characteristic was calculated as the weighted average quotient referred to in the previous sentence, for each related Mortgage Asset in such crossed loan group, weighted by the respective Cut-off Balance. This procedure was not performed for those Mortgage Assets with a Most Recent NCF of “N/A.”
With respect to Characteristic 79, we recomputed the 2nd Most Recent DSCR (NCF) by dividing the (i) 2nd Most Recent NCF by (ii) annualized Monthly Debt Service. With respect to a cross collateralized Mortgage Asset, if any (as set forth on the Loan Agreement or DOT), this characteristic was calculated as the weighted average quotient referred to in the previous sentence, for each related Mortgage Asset in such crossed loan group, weighted by the respective Cut-off Balance. This procedure was not performed for those Mortgage Assets with a 2nd Most Recent NCF of “N/A.”
With respect to Characteristic 85, we recomputed the 3rd Most Recent DSCR (NCF) by dividing the (i) 3rd Most Recent NCF by (ii) annualized Monthly Debt Service. With respect to a cross collateralized Mortgage Asset, if any (as set forth on the Loan Agreement or DOT), this characteristic was calculated as the weighted average quotient referred to in the previous sentence, for each related Mortgage Asset in such crossed loan group, weighted by their respective Cut-off Balance. This procedure was not performed for those Mortgage Assets with a 3rd Most Recent NCF of “N/A.”
With respect to Characteristic 88, we recomputed the Monthly Rent per Unit by dividing the (i) aggregate gross potential rent (as set forth on or derived from the Rent Roll) by (ii) Number of Units. At the request of representatives of Freddie Mac, Monthly Rent per Unit differences of five dollars or less were deemed to be “in agreement” for purposes of this report.
With respect to Characteristic 100, we recomputed the % of GPR from Commercial Rental Income by dividing the (i) Freddie Mac proforma commercial income (as set forth on the Investment Brief or ASR) by (ii) sum of the (a) Freddie Mac proforma commercial income (as set forth on the Investment Brief or ASR) and (b) Freddie Mac proforma gross potential rent - residential (as set forth on the Investment Brief or ASR). This procedure was not performed for those Mortgage Assets with an Amount Sq. Ft – Commercial of “N/A.”
With respect to Characteristic 154, we recomputed the CDCR (combined DCR) by dividing the (i) U/W NCF by (ii) sum of the (a) annualized Monthly Debt Service and (b) annualized existing financing monthly debt service (as set forth on the Secondary Financing Document). With respect
to a cross collateralized Mortgage Asset, if any (as set forth on the Loan Agreement or DOT), this characteristic was calculated as the weighted average quotient referred to in the previous sentence, for each related Mortgage Asset in such crossed loan group, weighted by the respective Cut-off Balance. This procedure was not performed for those Mortgage Assets with an Existing Financing Amount of “N/A” or with existing financing where regular scheduled payments are only repaid from excess or residual cash flow (as set forth on the Secondary Financing Document).
With respect to Characteristic 155, we recomputed the CLTV (combined LTV) by dividing the (i) sum of the (a) Cut-off Balance and (b) aggregate Existing Financing Amount by (ii) Appraised Value. With respect to a cross collateralized Mortgage Asset, if any (as set forth on the Loan Agreement or DOT), this characteristic was calculated as the weighted average quotient referred to in the previous sentence, for each related Mortgage Asset in such crossed loan group, weighted by the respective Cut-off Balance. This procedure was not performed for those Mortgage Assets with an Existing Financing Amount of “N/A” or with existing financing where regular scheduled payments are only repaid from excess or residual cash flow (as set forth on the Secondary Financing Document).
With respect to Characteristic 193, we recomputed the Administration Fee as the sum of the (i) Primary Servicing Fee, (ii) Master Servicing Fee, (iii) Trustee Fee, (iv) Master Servicing Surveillance Fee, (v) Special Servicing Surveillance Fee and (vi) CREFC® Royalty Fee.
With respect to Characteristic 194, we recomputed the Net Mortgage Rate by subtracting the (i) Administration Fee from (ii) Note Rate.