The seller/servicer must send Fannie Mae advance written notice of any contemplated major changes in its organization to allow Fannie Mae adequate time to review and analyze the contemplated change and provide its prior written approval or notice of non-objection or objection, where required. The written notice from the seller/servicer must include copies of any filings with, or approvals from, the seller/servicer’s state and/or other regulatory authority. The seller/servicer should contact its lead Fannie Mae regional office for additional guidance or may email the notice to the Changes in Lender Organization mailbox found on E-1-03, List of Contacts.
Examples of the major changes that require advance written notice include, but are not limited to, the following:
any mergers, consolidations, or reorganizations;
the sale of all or substantially all of the seller/servicer’s assets or the purchase of all or substantially all of the assets of another Fannie Mae-approved seller or servicer;
any substantial change in ownership, regardless of whether it is by direct or indirect means (indirect means include any change in the ownership of the seller/servicer’s parent, any owner of the parent, or any other beneficial owner of the seller/servicer that does not own a direct interest in the seller/servicer);
a change in an organization’s legal structure or charter;
the change of any senior management personnel;
a significant change in the seller/servicer’s financial position;
a change in the legal name of the seller/servicer’s organization; or
a change in the address of its principal place of business.
Changes of the type described in the first four bullet points above require Fannie Mae’s prior written approval of or notice of non-objection to the change before the change is made.
If the seller/servicer fails to provide adequate advance written notice of or obtain prior written approval or notice of non-objection (where required) for such contemplated changes, such failure is a breach of the Lender Contract and Fannie Mae may exercise any available remedies.
The seller/servicer is also required to provide immediate written notice to Fannie Mae if a regulatory agency assumes a participatory role in the management of the seller/servicer’s operations.
The table below provides references to the Announcements that have been issued that are related to this topic.