8-K

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): March 20, 2014

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

(Exact name of registrant as specified in its charter)

Federally chartered instrumentality of the United States	001-14951	52-1578738
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1999 K Street, N.W., 4th Floor, Washington D.C.		20006
(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))

Item 3.02.    Unregistered Sales of Equity Securities.

On March 20, 2014, the Federal Agricultural Mortgage Corporation ("Farmer Mac") priced an offering of $75 million (3,000,000 shares) of 6.875% Non-Cumulative Preferred Stock, Series B (the "Preferred Stock"). The Preferred Stock has a liquidation preference of $25.00 per share, and the aggregate consideration to Farmer Mac for the Preferred Stock upon settlement will be $73,305,750 in cash ($75 million in gross proceeds less underwriting discount). The settlement date for the Preferred Stock offering is expected to be March 25, 2014. 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-charted corporation, is supervised by and acting as an instrumentality of the United States pursuant to authority granted by Congress. The Preferred Stock is not convertible or exchangeable into any other class or series of equity of Farmer Mac.

Item 7.01.    Regulation FD Disclosure.

On March 20, 2014, 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.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits

99    Press Release, dated March 20, 2014

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.

FEDERAL AGRICULTURAL MORTGAGE CORPORATION                    

By: /s/ Stephen P. Mullery            

Name: Stephen P. Mullery

Title: Senior Vice President – General Counsel

Dated: March 20, 2014

EX-99

NEWS

FOR IMMEDIATE RELEASECONTACT

March 20, 2014                                Richard Eisenberg

(Investor Inquiries)

Christopher Bohanon

(Media Inquiries)

(202) 872-7700

Farmer Mac to Enhance Capital Position Through the Issuance of
$75 Million of Series B Preferred Stock

Washington, D.C. — The Federal Agricultural Mortgage Corporation (Farmer Mac; NYSE: AGM and AGM.A) today announced that it has agreed to issue $75 million of Tier 1 capital through the public offering of 6.875% non-cumulative perpetual Series B preferred stock, par value $25.00 per share. The preferred stock offering is expected to close on March 25, 2014, subject to customary closing conditions. Farmer Mac expects to list the new series of preferred stock on the New York Stock Exchange under the symbol “AGM PR B.”

Farmer Mac’s President and Chief Executive Officer Timothy L. Buzby stated, “The preferred stock issuance announced today will strengthen Farmer Mac’s overall capital position and will help reduce preferred dividend expenditures starting in second quarter 2015, which will make available more income for our common stockholders.  This new preferred stock will qualify as Tier 1 capital for Farmer Mac, and the proceeds may be used to call, or purchase prior to the call date, a portion of the FALConS preferred stock with a dividend rate that is scheduled to increase to 10.875 percent in March 2015.  Given the attractive rates currently available in the market, this is a good time to lock in a rate that will remain fixed for the life of the security, while continuing to broaden Farmer Mac’s investor base to include more retail investors.”

The dividend rate on the new Series B preferred stock will remain at a non-cumulative, fixed rate of 6.875% per year, when, as, and if a dividend is declared by the Board of Directors of Farmer Mac, for so long as the Series B preferred stock remains outstanding. The Series B preferred stock will have no maturity date, but Farmer Mac will have the option to redeem the preferred stock at any time on and after April 17, 2019. BofA Merrill Lynch served as Sole Book-Running Manager for this transaction. Compass Point served as Co-Manager for this transaction.

The offering is being made pursuant to an exemption from registration under the Securities Act of 1933, as amended, and is being made solely by means of an offering circular. Copies of the offering circular may be obtained from BofA Merrill Lynch at 222 Broadway, New York, NY 10038, attention: Prospectus Department, or email dg.prospectus_requests@baml.com or phone at 1-800-294-1322.

Forward-Looking Statements

In addition to historical information, this release includes forward-looking statements that reflect management’s current expectations for the preferred stock offering and Farmer Mac’s future financial results, business prospects, and/or business developments. Management’s expectations for Farmer Mac’s future necessarily involve a number of assumptions and estimates and the evaluation of risks and uncertainties. Various factors or events could cause Farmer Mac’s actual results to differ materially from the expectations as expressed or implied by the forward-looking statements, including uncertainties regarding: (1) the availability to Farmer Mac and Farmer Mac II LLC of debt financing and, if available, the reasonableness of rates and terms; (2) legislative or regulatory developments that could affect Farmer Mac or its sources of business, including, but not limited to, developments related to the implementation of agricultural policies and programs resulting from the recently enacted Agricultural Act of 2014 (referred to as the 2014 Farm Bill), including the elimination of direct payments to agricultural producers by the USDA and increased federal subsidies for enhanced crop insurance programs, and changes in policies related to renewable fuel standards and the use of ethanol as a blending agent; (3) fluctuations in the fair value of assets held by Farmer Mac and Farmer Mac II LLC; (4) the rate and direction of development of the secondary market for agricultural mortgage and rural utilities loans, including lender interest in Farmer Mac credit products and the secondary market provided by Farmer Mac; (5) the general rate of growth in agricultural mortgage and rural utilities indebtedness; (6) the impact of economic conditions, including the effects of weather-related conditions and fluctuations in agricultural real estate values, on agricultural mortgage lending and borrower repayment capacity; (7) developments in the financial markets, including possible investor, analyst, and rating agency reactions to events involving GSEs, including Farmer Mac; (8) changes in the level and direction of interest rates, which could, among other things, affect the value of collateral securing Farmer Mac’s agricultural mortgage loan assets; and (9) volatility in commodity prices relative to costs of production and/or export demand for U.S. agricultural products. Other risk factors are discussed in Farmer Mac’s Annual Report on Form 10‑K for the year ended December 31, 2013, as filed with the SEC on March 13, 2014. 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.

Farmer Mac is the stockholder-owned company created to deliver capital and increase lender competition for the benefit of American agriculture and rural communities.

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