On March 31, 2015, Fannie Mae issued Selling Guide Announcement SEL-2015-03, in which a section highlights an update entitled, Notification to Fannie Mae of Changes in the Lender's Organization.
According to the Announcement, the lender 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 lender must include copies of any filings with, or approvals from, the lender's state and/or other regulatory authority. The lender should contact its lead Fannie Mae regional office for additional guidance or may email the notice to the Changes in Lender Organization mailbox.
Examples of the major changes about which Fannie requires 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 lender'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 lender's parent, any owner of the parent, or any other beneficial owner of the lender that does not own a direct interest in the lender);
- a change in an organization's legal structure or charter;
- the change of any senior management personnel;
- a significant change in the lender's financial position;
- a change in the legal name of the lender's organization; or
- a change in the address of its principal place of business.
Changes of the type described in the first four categories require Fannie Mae's prior written approval of or notice of non-objection to the change before the change is made.
If the lender 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.
Note should be taken of categories five through eight because, although each of these may not require prior written approval prior to the change, Fannie may still take a position on the approval of these categories after the change is made.
The lender is also required to provide immediate written notice to Fannie Mae if a regulatory agency assumes a participatory role in the management of the lender's operations.