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AGM Federal Agricultural Mortgage

Filed: 13 Aug 20, 8:00pm

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 13, 2020

FEDERAL AGRICULTURAL MORTGAGE CORPORATION
(Exact name of registrant as specified in its charter)
Federally chartered instrumentality
of the United States
001-1495152-1578738
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer Identification No.)
1999 K Street, N.W., 4th Floor,20006
Washington,DC
(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):
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))




Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol Exchange on which registered
Class A voting common stockAGM.A New York Stock Exchange
Class C non-voting common stockAGM New York Stock Exchange
5.875% Non-Cumulative Preferred Stock, Series AAGM.PRANew York Stock Exchange
6.000% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series CAGM.PRCNew York Stock Exchange
5.700% Non-Cumulative Preferred Stock, Series DAGM.PRDNew York Stock Exchange
5.750% Non-Cumulative Preferred Stock, Series EAGM.PRENew York Stock Exchange
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 August 13, 2020, the Federal Agricultural Mortgage Corporation (“Farmer Mac”) priced an offering of $120 million (4,800,000 shares) of 5.250% Non-Cumulative Preferred Stock, Series F (the “Preferred Stock”). The Preferred Stock has a par value of $25.00 per share and a liquidation preference of $25.00 per share. The net proceeds before expenses to Farmer Mac for the Preferred Stock upon settlement are expected to be approximately $116.3 million. Farmer Mac intends to use the net proceeds of the offering for general corporate purposes and to redeem the $60 million aggregate outstanding par value and liquidation preference of Farmer Mac’s 5.875% Non-Cumulative Preferred Stock, Series A. 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 August 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 August 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
        

104Cover 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 13, 2020