Federal Agricultural Mortgage Corp 8-K, filed May 14, 2020
Federal Agricultural Mortgage Corp (AGM)
8-K
2020-05-14
For: 2020-05-13
View Original
Added on
April 04, 2026
About this 8-K
Federal Agricultural Mortgage Corp filed this 8-K on May 14, 2020, reporting on events of May 13, 2020.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 13, 2020
(Exact name of registrant as specified in its charter)
Federally chartered instrumentality of the United States | ||||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
(Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code (202 ) 872-7700
No change
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol | Exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02 | Unregistered Sales of Equity Securities. |
On May 13, 2020, the Federal Agricultural Mortgage Corporation (“Farmer Mac”) priced an offering of $75 million (3,000,000 shares) of 5.750% Non-Cumulative Preferred Stock, Series E (the “Preferred Stock”). The Preferred Stock has a par value of $25.00 per share and a liquidation preference of $25.00 per share. Farmer Mac has granted the underwriters for the offering an option to purchase, on or before June 12, 2020, up to an additional $11.25 million (450,000 shares) of Preferred Stock. The net proceeds before expenses to Farmer Mac for the Preferred Stock upon settlement, assuming no exercise of the underwriters’ over-allotment option, are expected to be approximately $72.9 million. Farmer Mac intends to use the net proceeds of the offering for general corporate purposes. The Preferred Stock is not convertible or exchangeable into any other class or series of equity of Farmer Mac. The settlement date for the Preferred Stock offering is expected to be May 20, 2020.
The Preferred Stock was offered in reliance on an exemption from registration under Section 3(a)(2) of the Securities Act of 1933, as amended, because Farmer Mac, a Congressionally chartered corporation, is supervised by and acting as an instrumentality of the United States pursuant to authority granted by Congress.
Item 7.01. Regulation FD Disclosure.
On May 13, 2020, Farmer Mac issued a press release to announce the pricing of the offering of the Preferred Stock. A copy of the press release is attached to this report as Exhibit 99 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
104 | Cover Page Inline Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document included as Exhibit 101 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
FEDERAL AGRICULTURAL MORTGAGE CORPORATION
By: /s/ Stephen P. Mullery
Name: Stephen P. Mullery
Title: Executive Vice President – General Counsel
Dated: May 13, 2020
Farmer Mac Prices $75 Million of
Series E Preferred Stock
WASHINGTON, D.C., May 13, 2020 – The Federal Agricultural Mortgage Corporation (Farmer Mac; NYSE: AGM and AGM.A) today announced that it has agreed to issue $75 million of Tier 1 capital through the public offering of 5.750% non-cumulative perpetual Series E preferred stock, par value $25.00 per share. The preferred stock offering is expected to close on May 20, 2020, subject to customary closing conditions. Farmer Mac intends to use the net proceeds from the sale of the preferred stock for general corporate purposes. Farmer Mac expects to list the new series of preferred stock on the New York Stock Exchange under the symbol “AGM PRE.” Farmer Mac has granted the underwriters an option to purchase, on or before June 12, 2020, up to an additional $11.25 million of preferred stock.
The dividend rate on the new Series E preferred stock will remain at a non-cumulative, fixed rate of 5.750% per year, when, as, and if a dividend is declared by the Board of Directors of Farmer Mac, for so long as the Series E preferred stock remains outstanding. The Series E preferred stock will have no maturity date, but Farmer Mac will have the option to redeem the preferred stock on any dividend payment date on and after July 17, 2025. Morgan Stanley & Co. LLC served as Sole Book-Running Manager for this transaction. BTIG, LLC and Sidoti & Company, LLC served as Co-Managers for this transaction.
The offering is being made pursuant to an exemption from registration under the Securities Act of 1933, as amended, and is being made solely by means of an offering circular. You may obtain a copy of the offering circular by contacting Morgan Stanley & Co. LLC, 180 Varick Street, New York, New York 10014, Attention: Prospectus Department, or by phone at 1-866-718-1649 or email prospectus@morganstanley.com.
Forward-Looking Statements
In addition to historical information, this release includes forward-looking statements that reflect management’s current expectations for the preferred stock offering, Farmer Mac’s intended use of the proceeds from the offering and the closing date of the offering. You should pay particular attention to the important risk factors and cautionary statements described in the “Risk Factors” section of the offering circular that relate to the offering referenced above, as well as the risk factors discussed in Farmer Mac’s Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on February 25, 2020, and Farmer Mac’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 as filed with the SEC on May 11, 2020. In light of these potential risks and uncertainties, no undue reliance should be placed on any forward-looking statements expressed in this release. The forward-looking statements contained in this release represent management’s expectations as of the date of this release. Farmer Mac undertakes no obligation to release publicly the results of revisions to any forward-looking
statements included in this release to reflect new information or any future events or circumstances, except as the SEC otherwise requires.
About Farmer Mac
Farmer Mac is a vital part of the agricultural credit markets and was created to increase access to and reduce the cost of capital for the benefit of American agricultural and rural communities. As the nation’s secondary market for agricultural credit, we provide financial solutions to a broad spectrum of the agricultural community, including agricultural lenders, agribusinesses, and other institutions that can benefit from access to flexible, low-cost financing and risk management tools. Farmer Mac’s customers benefit from our low cost of funds, low overhead costs, and high operational efficiency. Additional information about Farmer Mac is available on Farmer Mac’s website at www.farmermac.com.
CONTACT:
Jalpa Nazareth, Investor Relations
Megan Murray-Pelaez, Media Inquiries
(202) 872-7700
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