EX-4 3 ex4_4.txt Exhibit 4.4 Pricing Supplement dated July 28, 2005 (to the Offering Circular dated July 28, 2005) $500,000,000 FARMER MAC Federal Agricultural Mortgage Corporation 4.25% Fixed Rate Global Notes Due July 29, 2008 We are offering $500,000,000 4.25% Fixed Rate Global Notes Due July 29, 2008 (the "Notes"). The Notes will be unsecured unsubordinated general obligations of the Federal Agricultural Mortgage Corporation ("Farmer Mac") and have the terms and conditions set forth in this Pricing Supplement and the Offering Circular dated July 28, 2005 (the "Offering Circular"). Price to Discount Proceeds to Public (1)(2) to Agents(2) Farmer Mac (1) Per Note................ 99.692% 0.1125% 99.5795% Total.................... $498,460,000 $562,500 $497,897,500 __________________ (1) Plus accrued interest, if any, from August 2, 2005. (2) See "Plan of Distribution" in this Pricing Supplement and in the Offering Circular for additional information concerning price to public and compensation of the Agents. The Notes are obligations of Farmer Mac only. The Notes, including any interest on the Notes, are not obligations of, and are not guaranteed as to principal or interest by, the Farm Credit Administration, the United States or any other agency or instrumentality of the United States other than Farmer Mac. You should read this Pricing Supplement in conjunction with the Offering Circular and each document incorporated by reference into the Offering Circular. For information about the documents incorporated by reference, please see "Where You Can Find Additional Information" and "Documents Incorporated by Reference" in the Offering Circular. Investing in the Notes involves risks and the Notes are not suitable investments for all investors. In particular, no investor should purchase the Notes unless the investor understands and is able to bear the associated market, liquidity and yield risks. Please see "Risk Factors" in the Offering Circular for a description of the risks that you should consider before investing in the Notes. Because of applicable securities law exemptions under the U.S. federal securities laws, the Notes are not registered with any federal or state securities commission. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved the Notes or determined whether this Offering Circular is accurate or complete. Any representation to the contrary is a criminal offense. The Agents listed below have purchased the Notes as principals and have been appointed by Farmer Mac to solicit or receive offers to purchase the Notes. See "Plan of Distribution" in this Pricing Supplement and in the Offering Circular. It is expected that the Notes will be available in book-entry form through the facilities of the Federal Reserve Banks on or about August 2, 2005 against payment thereof in immediately available funds. See "Description of the Notes -- Form and Denominations" in the Offering Circular. ---------------------------------------|---------------------------------------- Bear, Stearns & Co. Inc. | Merrill Lynch & Co. ---------------------------------------|---------------------------------------- The date of this Pricing Supplement is July 28, 2005 DESCRIPTION OF THE NOTES Principal Amount: $500,000,000 Closing Date: August 2, 2005 Maturity Date: July 29, 2008 Interest Rate: 4.25% Interest Payment Dates: Semi-annually, in arrears, on each January 29 and July 29, beginning January 29, 2006, representing a short first coupon, and ending on the Maturity Date Payment of Principal: At maturity Minimum Principal Amounts: Notes will be issued and must be maintained and transferred in minimum original principal amounts of $5,000 and additional increments of $1,000. Use of proceeds: We intend to use the net proceeds from the sale of the Notes for working capital and general corporate purposes, including the purchase of qualified agricultural real estate mortgage loans and the funding of agricultural mortgage-backed securities guaranteed by us that are retained in o ur portfolio and other assets. We also may use a portion of the net proceeds to retire outstanding notes. Listing: We have applied to list the Notes on the New York Stock Exchange and intend to list the Notes on the Professional Securities Market of the London Stock Exchange. Risk Factors: Your investment in the Notes will involve risks. You should c arefully consider the discussion of risks set forth in the "Risk Factors" in the Offering Circular. CUSIP Number: 31315PNA3 ISIN Number: US31315PNA39 Settlement Date: August 2, 2005 Form of the Notes: The Notes will be represented by book-entry through the U.S. Federal Reserve Banks. Clearance and Settlement: The book-entry system of the U. S. Federal Reserve Banks including its participant, DTC, which in turn includes DTC's indirect participants Euroclear and Clearstream as described under "Description of the Notes -- Clearance and Settlement" in the Offering Circular. Material U.S. Federal Income Tax Any discussion of tax issues set forth in this Pricing Supplement Considerations: and the related Offering Circular was written to support the promotion and marketing of the transactions described in this Pricing Supplement. Such discussion was not intended or written to be used, and it cannot be used, by any person for the purpose of avoiding any tax penalties that may be imposed on such person. Each investor should seek advice based on its particular circumstances from an independent tax advisor. The Notes are not exempt under U. S. federal law from U.S. federal, state or local income taxation. Non-U.S. Owners generally will be subject to U.S. federal income and withholding tax unless they establish an exemption. See "Material U.S. Federal Income Tax Considerations" in the Offering Circular for a general summary of the anticipated U. S. federal income tax consequences of the purchase, ownership and disposition of the Notes. GENERAL INFORMATION This Pricing Supplement does not comply with the prospectus requirements of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). The dealers are relying on the exemptions of Article 3 of the Prospectus Directive. The notes may only be offered and sold to "qualified investors," as that term is defined in Article 3 of the Prospectus Directive, in any Member State of the European Economic Area which has implemented the Prospectus Directive (the "Relevant Member State"), or to fewer than 100 natural or legal persons per Relevant Member State. No prospectus is being published for the purpose of the Prospectus Directive in any Relevant Member State. PLAN OF DISTRIBUTION Under the terms and subject to the conditions set forth in the U.S. Selling Agency Agreements between Farmer Mac and Bear, Stearns & Co. Inc. and Farmer Mac and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the "Agents"), Farmer Mac has agreed to sell, and the Agents have agreed to purchase, all of the Notes offered by this Pricing Supplement and the Offering Circular, if any are sold and purchased. Each of the Agents has agreed, severally and not jointly, to purchase $250,000,000 principal amount of the Notes. The Agents propose to offer the Notes initially at the public offering price on the cover page of this Pricing Supplement and to selling group members at that price less a selling concession of 0.1000% per Note. After the initial public offering, the Agents may change the public offering price and concession to broker/dealers. We have agreed to indemnify the Agents against certain liabilities or contribute to payments that the Agents may be required to make in that respect. The Agents may create a short position in the Notes in connection with the offering by selling Notes with a principal amount greater than that set forth on the cover of this Pricing Supplement, and may reduce that short position by purchasing Notes in the open market. In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases. Neither Farmer Mac nor any Agent makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the Notes. In addition, neither Farmer Mac nor any Agent makes any representation that the Agent will engage in such transactions or that such transactions, if commenced, will be continued. SELLING RESTRICTIONS Each dealer will be subject to selling restrictions as set forth in Appendix C to the Offering Circular.