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): May 8, 2019

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))

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. ¨

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

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
6.875% Non-Cumulative Preferred Stock, Series B	AGM.PRB	New York Stock Exchange
6.000% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C	AGM.PRC	New York Stock Exchange

Item 3.02.    Unregistered Sales of Equity Securities.

On May 8, 2019, the Federal Agricultural Mortgage Corporation (“Farmer Mac”) priced an offering of $100 million (4,000,000 shares) of 5.700% Non-Cumulative Preferred Stock, Series D (the “Preferred Stock”). The Preferred Stock has a par value of $25.00 per share and a liquidation preference of $25.00 per share, and the net proceeds to Farmer Mac for the Preferred Stock upon settlement are expected to be approximately $96.86 million. Farmer Mac intends to use the net proceeds of the offeringto redeem the $75 million aggregate outstanding par value and liquidation preference of Farmer Mac’s 6.875% Non-Cumulative Preferred Stock, Series B and for general corporate purposes. The settlement date for the Preferred Stock offering is expected to be May 13, 2019. 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. 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 May 8, 2019, Farmer Mac issued a press release to announce the proposed offering of the Preferred Stock. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

On May 8, 2019, 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 99.2 and is incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits

99.1Press Release, dated May 8, 2019

99.2Press Release, dated May 8, 2019

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: Executive Vice President – General Counsel

Dated: May 8, 2019

EX-99.1

Farmer Mac Announces Proposed Issuance of

Series D Preferred Stock

WASHINGTON, May 8, 2019 — The Federal Agricultural Mortgage Corporation (Farmer Mac; NYSE: AGM and AGM.A) today announced that it intends to issue, subject to market factors and other conditions, non-cumulative perpetual Series D preferred stock, par value $25.00 per share. Farmer Mac intends to use the net proceeds from the sale of the preferred stock to redeem the $75 million aggregate outstanding par value and liquidation preference of Farmer Mac’s outstanding 6.875% non-cumulative preferred stock, Series B and for general corporate purposes. This press release shall not constitute a notice of redemption for such Series B preferred stock.

BofA Merrill Lynch is acting as Sole Book-Running Manager for this transaction.

The offering will be made pursuant to an exemption from registration under the Securities Act of 1933, as amended, and will be made solely by means of an offering circular. You may obtain a copy of the offering circular by contacting Merrill Lynch, Pierce, Fenner & Smith Incorporated at 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, 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 intended

use of the proceeds from the offering. You should pay particular attention to the important risk factors and cautionary statements described in the “Risk Factors” section of the offering circular that relate to the offering referenced above, as well as the risk factors discussed in Farmer Mac’s Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC on February 21, 2019. 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.

About Farmer Mac

Farmer Mac is a vital part of the agricultural credit markets and was created to increase access to and reduce the cost of capital for the benefit of American agricultural and rural communities. As the nation’s largest secondary market for agricultural credit, we provide financial solutions to a broad spectrum of the agricultural community, including agricultural lenders, agribusinesses, and other institutions that can benefit from access to flexible, low-cost financing and risk management tools. Farmer Mac’s customers benefit from our low cost of funds, low overhead costs, and high operational efficiency.

CONTACT:     Jalpa Nazareth, Investor Relations

Megan Murray-Pelaez, Media Inquiries

(202) 872-7700

* ** * * *

EX-99.2

Farmer Mac Prices $100 Million of Series D Preferred Stock

WASHINGTON, May 8, 2019 — The Federal Agricultural Mortgage Corporation (Farmer Mac; NYSE: AGM and AGM.A) today announced that it has agreed to issue $100 million of Tier 1 capital through the public offering of 5.700% non-cumulative perpetual Series D preferred stock, par value $25.00 per share. The preferred stock offering is expected to close on May 13, 2019, subject to customary closing conditions. Farmer Mac intends to use the net proceeds from the sale of the preferred stock to redeem the $75 million aggregate outstanding par value and liquidation preference of Farmer Mac’s 6.875% non-cumulative preferred stock, Series B and for general corporate purposes. This press release shall not constitute a notice of redemption of such Series B preferred stock. Farmer Mac expects to list the new series of preferred stock on the New York Stock Exchange under the symbol “AGM PR D.”

The dividend rate on the new Series D preferred stock will remain at a non-cumulative, fixed rate of 5.700% per year, when, as, and if a dividend is declared by the Board of Directors of Farmer Mac, for so long as the Series D preferred stock remains outstanding. The Series D preferred stock will have no maturity date, but Farmer Mac will have the option to redeem the preferred stock at any time on any dividend payment date on and after July 17, 2024. BofA Merrill Lynch served as Sole Book-Running Manager for this transaction. Compass Point Research & Trading, LLC, BTIG, LLC, and Sidoti & Company, LLC served as Co-Managers 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated at

200 North College Street, 3rd floor, Charlotte, NC 28255-0001, 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, Farmer Mac’s intended use of the proceeds from the offering and the closing date of the offering. You should pay particular attention to the important risk factors and cautionary statements described in the “Risk Factors” section of the offering circular that relate to the offering referenced above, as well as the risk factors discussed in Farmer Mac’s Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC on February 21, 2019. 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.

About Farmer Mac

Farmer Mac is a vital part of the agricultural credit markets and was created to increase access to and reduce the cost of capital for the benefit of American agricultural and rural communities. As the nation’s largest secondary market for agricultural credit, we provide financial solutions to a broad spectrum of the agricultural community, including agricultural lenders, agribusinesses, and other institutions that can benefit from access to flexible, low-cost financing and risk management tools. Farmer Mac’s customers benefit from our low cost of funds, low overhead costs, and high operational efficiency.

CONTACT:     Jalpa Nazareth, Investor Relations

Megan Murray-Pelaez, Media Inquiries

(202) 872-7700

* * * *