Freddie Mac got the VIP treatment in a recent bond offering from a General Motors unit.

Late last month GMAC Commercial Mortgage sold $1 billion of securities backed by real estate loans. Market sources said Freddie purchased all of the largest tranche, the $600 million of class A-2 bonds.

Those bonds appear to have been tailor-made for a government sponsored enterprise. Like most commercial mortgage securitizations, GMAC's deal was backed by a diverse pool of properties shopping centers, office buildings, apartment houses, hotels, and warehouses. But according to the rating agency Fitch IBCA, of the three Aaa-rated tranches, only class A-2 receives cash flows from the apartment loans.

Part of Freddie's congressional mandate is to provide funds for multifamily housing. Last year, Freddie invested $6.5 billion in the multifamily sector, a spokesman said. He declined to comment on the GMAC deal, as did a GMAC spokesman.

Goldman Sachs and Deutsche Bank Securities handled the sale. A Goldman official declined to comment; Deutsche did not return calls by press time.

Freddie is exposed to the entire pool of commercial properties, not just the apartment buildings. According to Fitch IBCA, the deal is structured so that losses or shortfalls in interest payments would be allocated pro rata among the Aaa classes.

Nevertheless, multifamily loans are considered one of the safer types of commercial mortgages, and according to market sources, other institutional investors were ticked off that all the multifamily loans in GMAC's deal were set aside for Freddie.

That apparently made it harder to sell the other two Aaa-rated tranches. The $191 million 10-year tranche was priced to yield 160 basis points over comparable U.S. Treasury securities. The $50 million 5.8-year series was priced to yield 134 basis points over Treasuries.

By comparison, on Aug. 27, the day GMAC's deal was priced, Wall Street dealers were quoting generic five-year Aaa-rated commercial mortgage bonds at 125 basis points over Treasuries, and 10-year Aaa-rated bonds at 152 basis points over Treasuries.

Pricing on the piece that Freddie bought was never disclosed. Observers said that Freddie likely paid up for the bonds in exchange for having the multifamily collateral carved out for it, giving GMAC a favorable overall funding cost from the securitization.

"It's not a strategy we'd be likely to employ, but it makes economic sense," said Stacy M. Berger, executive vice president of Midland Loan Services, a unit of PNC Bank that securitizes commercial mortgages.

Freddie's implied guarantee from the U.S. government gives it low borrowing costs, so it could afford to accept a lower spread than other investors.

Not all commercial mortgage bond investors were miffed. Michael Hoeh, who manages $5 billion of assets for the Dreyfus Corp., said that Freddie was "very helpful to the market" by taking out $600 million of what otherwise would have been "excess supply."

"There were definitely people who were not happy about that being done that way," Mr. Hoeh said. "But it's best for the marketplace."

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