AGM Federal Agricultural Mortgage
Filed: 20 Aug 20, 4:23pm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
FEDERAL AGRICULTURAL MORTGAGE CORPORATION
(Exact name of registrant as specified in its charter)
Federally chartered instrumentality
of the United States
(State or Other Jurisdiction
|(IRS Employer Identification No.)|
|1999 K Street, N.W., 4th Floor,||20006|
|(Address of Principal Executive Offices)||(Zip Code)|
Registrant’s telephone number, including area code (202) 872-7700
(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 class||Trading symbol||Exchange on which registered|
|Class A voting common stock||AGM.A||New York Stock Exchange|
|Class C non-voting common stock||AGM||New York Stock Exchange|
|5.875% Non-Cumulative Preferred Stock, Series A||AGM.PRA||New York Stock Exchange|
|6.000% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C||AGM.PRC||New York Stock Exchange|
|5.700% Non-Cumulative Preferred Stock, Series D||AGM.PRD||New York Stock Exchange|
|5.750% Non-Cumulative Preferred Stock, Series E||AGM.PRE||New 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 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.
|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|
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