form8k.htm
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): October 23, 2009
FEDERAL
AGRICULTURAL MORTGAGE CORPORATION
(Exact
Name of Registrant as Specified in Charter)
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Federally
chartered instrumentality
of
the United States
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001-14951
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52-1578738
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer Identification No.)
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1133
Twenty-First Street, N.W., Suite 600, Washington D.C.
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20036
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code (202) 872-7700
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):
o
Written communications pursuant to Rule 28.9 under the
Securities Act (17 CFR 230.28.9)
o
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
3.02
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Unregistered
Sales of Equity Securities.
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On
October 23, 2009, Farmer Mac sold 578 shares of its Series C non-voting
cumulative preferred stock (“Series C”) to National Rural Utilities Cooperative
Finance Corporation (“National Rural”). The terms and conditions of
Series C are described in more detail in Farmer Mac’s Current Report on
Form 8-K filed on December 30, 2008 and Farmer Mac’s Annual Report on Form 10-K
filed on March 16, 2009. Farmer Mac sold the 578 shares of
Series C to National Rural for an aggregate purchase price of $578,000, or
$1,000 per share. The shares were sold without registration under the
Securities Act of 1933, as amended, in reliance upon the exemption provided by
Section 3(a)(2). The 578 shares sold to National Rural resulted in
there being 57,578 shares of Series C outstanding as of the date of this
report.
In
conjunction with the issuance and sale of the 578 shares of Series C to National
Rural, Farmer Mac guaranteed up to $28.9 million of clean renewable energy
bonds offered and sold to third party investors. The bonds were
issued by National Rural to fund certain rural utilities loans for clean
renewable energy projects. The bonds represent general obligations of
National Rural and are secured by rural utilities loans and cash in an amount at
least equal to the total principal amount of the bonds
outstanding. As a condition to Farmer Mac’s guarantee of the bonds,
National Rural was required to purchase shares of Series C in an amount equal to
2 percent of the outstanding principal amount of the bonds as of the
closing date. This feature is part of a program Farmer Mac has
developed under which a participant utilizing Farmer Mac for guarantee and
purchase transactions involving portfolios of qualified loans will be required
to purchase an equity interest in Farmer Mac in the form of shares of Series C,
thereby enabling Farmer Mac to raise additional capital to support its mission
of providing liquidity and lending capacity to agricultural and rural utilities
lenders.
SIGNATURE
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.
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FEDERAL
AGRICULTURAL MORTGAGE CORPORATION
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Date:
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October
29, 2009
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/s/
Jerome G. Oslick
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Name:
Jerome G. Oslick
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Title:
Vice President – General Counsel
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