Farmer Mac Announces Completion of $250 Million Securities Offering
26 January 2010 - 7:06AM
PR Newswire (US)
WASHINGTON, Jan. 25 /PRNewswire-FirstCall/ -- The Federal
Agricultural Mortgage Corporation (Farmer Mac, NYSE: AGM and AGM.A)
announced today the completion of a private offering of securities
consisting of $250 million aggregate face amount of Farm Asset
Linked Capital Securities (the "FALConS") issued by FALConS Trust
I, a newly formed Delaware statutory trust (the "Trust"). The
FALConS represent undivided beneficial ownership interests in
250,000 shares of NonCumulative Perpetual Preferred Stock (the
"Company Preferred Stock") of Farmer Mac's subsidiary, Farmer Mac
II LLC, a newly formed Delaware limited liability company (the
"Company"). The Company Preferred Stock has a liquidation
preference of $1,000 per share. The $250 million of proceeds from
the offering of the FALConS were used by the Trust to purchase the
Company Preferred Stock from Farmer Mac. The Company issued its
Company Preferred Stock and its common equity interest to Farmer
Mac as consideration for the contribution by Farmer Mac to the
Company of substantially all of the assets, in excess of $1.1
billion, comprising the Farmer Mac II Program business. Farmer Mac
began operating the Farmer Mac II Program after the U.S. Congress
amended its statutory charter in 1990 to permit Farmer Mac to buy
and sell guaranteed portions of certain newly originated and
seasoned agricultural, rural development, business and industry and
community facilities loans guaranteed by the United States
Department of Agriculture pursuant to the Consolidated Farm and
Rural Development Act. Going forward, the Farmer Mac II Program
business will be operated by the Company. Farmer Mac will use the
proceeds from the sale of the Company Preferred Stock to the Trust
to repurchase and retire its outstanding Series B-1 Senior
Cumulative Perpetual Preferred Stock, Series B-2 Senior Cumulative
Perpetual Preferred Stock and Series B-3 Senior Cumulative
Perpetual Preferred Stock having an aggregate liquidation
preference of $150 million, and for general corporate purposes.
Dividends on the Company Preferred Stock will be payable if, when
and as declared by the Company's Board of Directors, quarterly
(each quarter, a "Quarterly Period"), on a noncumulative basis, on
March 30, June 30, September 30 and December 30 of each year (each,
a "Payment Date"), commencing on March 30, 2010. For each Quarterly
Period from the date of issuance of the FALConS to but excluding
the Payment Date occurring on March 30, 2015, the dividend rate on
the Company Preferred Stock will be 8.875% per annum. For each
Quarterly Period from March 30, 2015 to but excluding the Payment
Date occurring on March 30, 2020, the dividend rate on the Company
Preferred Stock will be 10.875% per annum. For each Quarterly
Period beginning on March 30, 2020, the dividend rate on the
Company Preferred Stock will be an annual rate equal to three-month
LIBOR plus 8.211%. Dividends on the Company Preferred Stock will
not be cumulative, which means that dividends that are not declared
for a Payment Date will not accrue. The FALConS and the Company
Preferred Stock are perpetual and have no maturity date, and
holders of the FALConS have no redemption rights. This press
release does not constitute an offer to sell, or the solicitation
of an offer to buy, nor shall there be any sale of the FALConS in
any jurisdiction in which such offer, solicitation or sale would be
unlawful. The FALConS have not been registered under the Securities
Act of 1933 (the "Securities Act") or any state securities laws and
may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements of the
Securities Act and applicable state securities laws. The FALConS
have been offered only to persons who are both "qualified
institutional buyers" in reliance on Rule 144A under the Securities
Act and "qualified purchasers" within the meaning of Section
2(a)(51) of the Investment Company Act of 1940, as amended. This
notice is being issued pursuant to Rule 135c under the Securities
Act. Farmer Mac is a stockholder-owned instrumentality of the
United States chartered by Congress to establish a secondary market
for agricultural real estate and rural housing mortgage loans and
rural utilities loans and to facilitate capital market funding for
USDA-guaranteed farm program and rural development loans. Farmer
Mac's Class C non-voting and Class A voting common stocks are
listed on the New York Stock Exchange under the symbols AGM and
AGM.A, respectively. DATASOURCE: Farmer Mac CONTACT: Investor
Inquiries, Richard Eisenberg, or Media Inquiries, Mary Waters, both
at +1-202-872-7700, both of Farmer Mac Web Site:
http://www.farmermac.com/
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