Federal Agricultural Mortgage Corp 8-K, filed Aug 20, 2020
Federal Agricultural Mortgage Corp (AGM)
8-K
2020-08-20
For: 2020-08-20
View Original
Added on
April 04, 2026
About this 8-K
Federal Agricultural Mortgage Corp filed this 8-K on August 20, 2020.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- 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): August 20, 2020
(Exact name of registrant as specified in its charter)
Federally chartered instrumentality of the United States | ||||||||||||||||||||
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| (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:
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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 7.01 Regulation FD Disclosure.
On August 20, 2020, the Federal Agricultural Mortgage Corporation (“Farmer Mac”) issued a press release to announce the proposed redemption of its 5.875% Non-Cumulative Preferred Stock, Series A (the “Series A Preferred Stock”). A copy of the press release is attached to this report as Exhibit 99.
The information furnished in this Item 7.01, including Exhibit 99, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor will any of such information or Exhibit be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On August 20, 2020, Farmer Mac completed the issuance of 4,800,000 shares of 5.250% Non-Cumulative Preferred Stock, Series F (the “Series F Preferred Stock”), in an exempt public offering pursuant to an offering circular, as previously disclosed. The sale of the Series F Preferred Stock was made pursuant to the terms of an underwriting agreement, dated August 13, 2020, between Farmer Mac and Morgan Stanley & Co. LLC, as representative of the underwriters named therein.
On August 20, 2020, Farmer Mac announced the proposed redemption of all of its outstanding 2,400,000 shares of Series A Preferred Stock for a redemption price of $25.00 per share, plus any declared and unpaid dividends through and including the redemption date, which will be September 19, 2020.
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: August 20, 2020
Farmer Mac to Redeem Outstanding
Series A Preferred Stock
WASHINGTON, August 20, 2020 — The Federal Agricultural Mortgage Corporation (Farmer Mac; NYSE: AGM and AGM.A) announced that it intends to provide notice to the holders of its 5.875% Non-Cumulative Preferred Stock, Series A (the “Series A Preferred Stock”) of the redemption of all of its outstanding 2,400,000 shares of Series A Preferred Stock.
Farmer Mac will redeem the Series A Preferred Stock for a redemption price of $25.00 per share, plus any declared and unpaid dividends through and including the redemption date. The redemption date will be September 19, 2020. On and after the redemption date, dividends on the Series A Preferred Stock will cease to accrue. The September 19, 2020 redemption date is not a business day, so the redemption price will be paid on the next business day - September 21, 2020.
All shares of Series A Preferred Stock are issued in book-entry form only through the facilities of The Depository Trust Company (“DTC”). Accordingly, the redemption of the Series A Preferred Stock, including payment of the redemption price, will be completed according to DTC’s procedures. A notice of redemption will be given today to the holders of Series A Preferred Stock. Payment to DTC for the Series A Preferred Stock so redeemed will be made by Continental Stock Transfer & Trust Company, as transfer agent.
Forward-Looking Statements
In addition to historical information, this release includes forward-looking statements that reflect management’s current expectations for the redemption, including the redemption date. Management’s expectations for Farmer Mac’s future necessarily involve a number of assumptions and estimates and the evaluation of risks and uncertainties. You should pay particular attention to 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 June 30, 2020, as filed with the SEC on August 10, 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.
CONTACT: Jalpa Nazareth, Investor Relations
Megan Murray-Pelaez, Media Inquiries
(202) 872-7700
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