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Offering Circular Supplement(To Offering CircularDated June 1, 2010)
Freddie MacStructured Pass-Through Certificates (SPCs)
Series K-S01Offered Classes: Classes of SPCs shown belowUnderlying Classes: Each Class of SPCs represents a pass-through interest in a separate class of
securities issued by the Underlying TrustUnderlying Trust: FREMF 2013-KS01 Mortgage TrustMortgages: Fixed-rate, balloon mortgages secured by assisted living and/or independent
living facilitiesUnderlying Originators: Berkadia Commercial Mortgage LLC, CBRE Capital Markets, Inc.,
Grandbridge Real Estate Capital LLC, KeyCorp Real Estate CapitalMarkets, Inc., Oak Grove Commercial Mortgage, LLC, PNC Bank, NationalAssociation, Prudential Affordable Mortgage Company, Walker &Dunlop, LLC (successor-in-interest to CWCapital LLC) and Wells Fargo Bank,National Association
Underlying Seller: Freddie MacUnderlying Depositor: Wells Fargo Commercial Mortgage Securities, Inc.Underlying Master Servicer: KeyCorp Real Estate Capital Markets, Inc.Underlying Special Servicer: Wells Fargo Bank, National AssociationUnderlying CertificateAdministrator and Custodian: U.S. Bank National Association
Underlying Trustee: U.S. Bank National AssociationPayment Dates: Monthly beginning in June 2013Optional Termination: The SPCs are subject to a 1% clean-up call right and the Underlying Trust is
subject to certain liquidation rights, each as described in this SupplementForm of SPCs: Book-entry on DTC SystemOffering Terms: The placement agents named below are offering the SPCs in negotiated
transactions at varying pricesClosing Date: On or about May 14, 2013
Original PrincipalBalance or
A-1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $165,205,000 1.6930% 3137B1U67 January 25, 2022A-2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 203,737,000 2.5220 3137B1U75 January 25, 2023X1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 368,942,000 (2) 3137B1U83 January 25, 2023
(1) Approximate. May vary by up to 5%.(2) See Terms Sheet Interest.
The SPCs may not be suitable investments for you. You should not purchase SPCs unless you have carefullyconsidered and are able to bear the associated prepayment, interest rate, yield and market risks of investing inthem. Certain Risk Considerations on page S-2 highlights some of these risks.
You should purchase SPCs only if you have read and understood this Supplement, the attached Offering Circularand the documents identified under Available Information.
We guarantee certain principal and interest payments on the SPCs. These payments are not guaranteed by, and arenot debts or obligations of, the United States or any federal agency or instrumentality other than Freddie Mac.The SPCs are not tax-exempt. Because of applicable securities law exemptions, we have not registered the SPCswith any federal or state securities commission. No securities commission has reviewed this Supplement. Wehave not engaged any rating agency to rate the SPCs.
Lead Manager and Sole Bookrunner
Wells Fargo SecuritiesCo-Managers
BofA Merrill Lynch Barclays Credit Suisse J.P. Morgan
May 7, 2013
CERTAIN RISK CONSIDERATIONS
Although we guarantee the payments on the SPCs, and so bear the associated credit risk, as aninvestor you will bear the other risks of owning mortgage securities. This section highlights some ofthese risks. You should also read Risk Factors and Prepayment, Yield and Suitability Considerations inthe Offering Circular and Risk Factors in the Information Circular for further discussions of theserisks.
SPCs May Not be Suitable Investments for You. The SPCs are complex securities. Youshould not purchase SPCs unless you are able to understand and bear the associated prepayment, basis,redemption, interest rate, yield and market risks.
Prepayments Can Reduce Your Yield. Your yield could be lower than you expect if:
You buy A-1 or A-2 at a premium over its principal balance, or if you buy X1, andprepayments on the underlying Mortgages are faster than you expect.
You buy A-1 or A-2 at a discount to its principal balance and prepayments on theunderlying Mortgages are slower than you expect.
Rapid prepayments on the Mortgages, especially those with relatively high interest rates, wouldreduce the yield on X1, which is an Interest Only Class, and could even result in the failure of investorsin X1 to recover their investments.
X1 is Subject to Basis Risk. X1 bears interest at a rate based in part on the Weighted AverageNet Mortgage Pass-Through Rate. As a result, X1 is subject to basis risk, which may reduce itsyield.
The SPCs are Subject to Redemption Risk. If the Underlying Trust is terminated or the SPCsare redeemed, the effect on the SPCs will be similar to a full prepayment of all the Mortgages.
The SPCs are Subject to Market Risks. You will bear all of the market risks of yourinvestment. The market value of your SPCs will vary over time, primarily in response to changes inprevailing interest rates. If you sell your SPCs when their market value is low, you may experiencesignificant losses. The placement agents named on the front cover (the Placement Agents) intend todeliver the SPCs on our behalf to third party purchasers; however, if the SPCs are not placed with thirdparties, they will be resold to us by the Placement Agents.
The SPCs Will Not Be Rated. The SPCs will not be rated by any NRSRO (unless an NRSROissues an unsolicited rating), which may adversely affect the ability of an investor to purchase or retain,or otherwise impact the liquidity, market value and regulatory characteristics of, the SPCs.
This Terms Sheet contains selected information about this Series. You should refer to theremainder of this Supplement and to the attached documents for further information.
Our Giant and Other Pass-Through Certificates Offering Circular dated June 1, 2010 (theOffering Circular), attached to this Supplement, defines many of the terms we use in thisSupplement. The Underlying Depositors Information Circular dated the same date as this Supplement(the Information Circular), also attached to this Supplement, defines terms that appear in bold typeon their first use and are not defined in this Supplement or the Offering Circular.
In this Supplement, we sometimes refer to Classes of SPCs only by their number and letterdesignations. For example, A-1 refers to the A-1 Class of this Series.
Each Class of SPCs represents the entire undivided interest in a separate pass-through pool. Eachpass-through pool consists of a class of securities (each, an Underlying Class) issued by theUnderlying Trust. Each Underlying Class has the same designation as its corresponding Class of SPCs.Each Mortgage is a fixed-rate, balloon mortgage loan secured by an assisted living and/or independentliving facility that provides for (1) an amortization schedule that is significantly longer than itsremaining term to stated maturity; and (2) a substantial payment of principal on its maturity date.
In addition to the Underlying Classes, the Underlying Trust is issuing three other classes ofsecurities: the series 2013-KS01 class B, class C and class R certificates.
A-1 and A-2 each will bear interest at its Class Coupon shown on the front cover.
X1 will bear interest at a Class Coupon equal to the interest rate of its Underlying Class, which isequal to the weighted average of its related strip rates, as described in the Information Circular.Accordingly, the Class Coupon of X1 will vary from month to month. The initial Class Coupon of X1is approximately 1.7954% per annum.
See Payments Interest in this Supplement and Description of the Underlying MortgageLoans Certain Terms and Conditions of the Underlying Mortgage Loans and Description of theSeries 2013-KS01 Certificates Distributions Interest Distributions in the Information Circular.
Interest Only (Notional) Class
X1 does not receive principal payments. To calculate interest payments, X1 has a notional amountequal to the sum of the then-current principal balances of Underlying Classes A-1 and A-2.
For more specific information, see Description of the Series 2013-KS01 Certificates Distributions Interest Distributions in the Information Circular.
On each Payment Date, we pay principal on each of A-1 and A-2 in an amount equal to theprincipal, if any, required to be paid on that Payment Date on its corresponding Underlying Class.
See Payments Principal and Prepayment and Yield Analysis in this Supplement andDescription of the Series 2013-KS01 Certificates Distributions Principal Distributions in theInformation Circular.
Static Prepayment Premiums and Yield Maintenance Charges
Any Static Prepayment Premium or Yield Maintenance Charge collected in respect of any ofthe Mortgages will be distributed first as additional interest on Underlying Classes A-1 and A-2 andthe series 2013-KS01 class B certificates and thereafter to Underlying Class X1, in each case asdescribed under Description of the Series 2013-KS01 Certificates Distributions Distributions ofStatic Prepayment Premiums and Yield Maintenance Charges in the Information Circular. Any suchadditional interest on Underlying Classes A-1, A-2 or X1 will be passed through to the correspondingClasses of SPCs.
Our guarantee does not cover the payment of any Yield Maintenance Charges, Static PrepaymentPremiums or any other prepayment premiums related t