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NRUC National Rural Utilities Cooperative Finance

Filed: 30 Oct 20, 5:09pm

 

 

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): October 30, 2020

 

 

  

NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

(Exact name of registrant as specified in its charter)

 

District of Columbia

(state or other jurisdiction of incorporation)

1-7102

(Commission

File Number)

52-0891669

(I.R.S. Employer

Identification No.)

 

20701 Cooperative Way

Dulles, VA

20166-6691

(Zip Code)

(Address of principal executive offices) 

 

Registrant's telephone number, including area code: (703) 467-1800

 

(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):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ¨

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each classTrading Symbol(s)Name of each exchange on which registered
7.35% Collateral Trust Bonds, due 2026NRUC 26New York Stock Exchange
5.50% Subordinated Notes, due 2064NRUCNew York Stock Exchange

 

 

 

 

Item 8.01 Other Events.

 

Member Capital Securities, Series 2020

 

On October 30, 2020, National Rural Utilities Cooperative Finance Corporation (the “Company”) filed a prospectus supplement with the Securities and Exchange Commission (the “SEC”) in connection with the continuation of a program through which the Company may issue and sell, from time to time, an unlimited aggregate principal amount of its Member Capital Securities, Series 2020 (the “Member Capital Securities”) to its voting members.

 

The forms of fixed and floating rate certificates for the Member Capital Securities are filed as Exhibit 4.1 and 4.2, respectively, and are incorporated by reference herein.

 

Medium-Term Notes, Series D

 

On October 30, 2020, the Company entered into an agency agreement (the “MTN Agency Agreement”) with RBC Capital Markets, LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA Inc., MUFG Securities Americas Inc., PNC Capital Markets LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and U.S. Bancorp Investments, Inc. (the “MTN Agents”) relating to the continuation of a program through which the Company may offer and sell, from time to time, an unlimited aggregate principal amount of its Medium-Term Notes, Series D (the “MTNs”). The Company has filed a prospectus supplement, dated October 30, 2020, with the SEC on October 30, 2020 related to the MTNs.

 

Copies of the MTN Agency Agreement and the forms of fixed and floating rate MTNs are filed as Exhibits 1.1, 4.3 and 4.4, respectively, and are incorporated by reference herein.

 

CFC InterNotes®

 

On October 30, 2020, the Company entered into an agency agreement (the “InterNotes® Agency Agreement”) with Incapital LLC, Citigroup Global Markets Inc., RBC Capital Markets, LLC and Wells Fargo Clearing Services, LLC (the “InterNotes® Agents”) relating to the continuation of a program through which the Company may offer and sell, from time to time, an unlimited aggregate principal amount of its InterNotes® (the “InterNotes®”). The Company has filed a prospectus supplement, dated October 30, 2020, with the SEC on October 30, 2020 related to the InterNotes®.

 

Copies of the InterNotes® Agency Agreement and the forms of fixed and floating rate InterNotes® are filed as Exhibits 1.2, 4.5 and 4.6, respectively, and are incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

The following exhibits are filed as part of this report:

 

Exhibit No. Description
   
1.1 Agency Agreement, dated October 30, 2020, by and among the Company and the MTN Agents.
1.2 Agency Agreement, dated October 30, 2020, by and among the Company and the InterNotes® Agents.
4.1 Form of Certificate for the Fixed Rate Member Capital Security.
4.2 Form of Certificate for the Floating Rate Member Capital Security.
4.3 Form of Fixed Rate MTN.
4.4 Form of Floating Rate MTN.
4.5 Form of Fixed Rate InterNotes®.
4.6 Form of Floating Rate InterNotes®.
5.1 Opinion of Hogan Lovells US LLP regarding legality of the MTNs.
5.2 Opinion of Hogan Lovells US LLP regarding legality of the InterNotes®.
5.3 Opinion of Hogan Lovells US LLP regarding legality of the Member Capital Securities.
8.1 Opinion of Hogan Lovells US LLP regarding certain tax matters in connection with the issuance and sale of the MTNs.
8.2 Opinion of Hogan Lovells US LLP regarding certain tax matters in connection with the issuance and sale of the InterNotes®.
8.3 Opinion of Hogan Lovells US LLP regarding certain tax matters in connection with the issuance and sale of the Member Capital Securities.
23.1 Consent of Hogan Lovells US LLP (included in Exhibits 5.1, 5.2, 5.3, 8.1, 8.2 and 8.3).

  

 

 

 

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 hereunto duly authorized.

 

 NATIONAL RURAL UTILITIES COOPERATIVE
FINANCE CORPORATION
   
   
 By:/s/ J. Andrew Don
  J. Andrew Don
  Senior Vice President and Chief Financial Officer

  

Dated: October 30, 2020