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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 27, 2020

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, 20006
Washington, DC
(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))




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
6.000% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C AGM.PRC New York Stock Exchange
5.700% Non-Cumulative Preferred Stock, Series D AGM.PRD New York Stock Exchange
5.750% Non-Cumulative Preferred Stock, Series E AGM.PRE New York Stock Exchange
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.






Item 3.02 Unregistered Sales of Equity Securities.

As previously disclosed, in connection with the sale by the Federal Agricultural Mortgage Corporation (“Farmer Mac”) of $75 million (3,000,000 shares) of its 5.750% Non-Cumulative Preferred Stock, Series E (the “Preferred Stock”), Farmer Mac granted the underwriters an over-allotment option to purchase up to an additional $11.25 million (450,000 shares) of Preferred Stock. On May 27, 2020, the underwriters exercised their over-allotment option in part, and elected to purchase an additional $4.5 million (180,000 shares) of Preferred Stock. The issuance and sale of the additional shares of Preferred Stock closed on May 29, 2020. The net proceeds before expenses to Farmer Mac for the additional shares of Preferred Stock sold through the over-allotment option are expected to be approximately $4.4 million. Farmer Mac intends to use the net proceeds of the over-allotment for general corporate purposes.

Together with the initial sale, Farmer Mac has issued $79.5 million (3,180,000 shares) of Preferred Stock. The Preferred Stock has a par value of $25.00 per share and a liquidation preference of $25.00 per share. The Preferred Stock is not convertible or exchangeable into any other class or series of equity of Farmer Mac.

For additional information regarding the Preferred Stock, see Farmer Mac’s Current Reports on Form 8-K filed with the SEC on May 14, 2020 and May 20, 2020 and Form 8-A filed with the SEC on May 20, 2020.

Item 8.01 Other Events.

On May 29, 2020, the Board of Directors (“Board”) of Farmer Mac declared a quarterly dividend on each of Farmer Mac’s three classes of common stock – Class A Voting Common Stock, Class B Voting Common Stock, and Class C Non-Voting Common Stock. The quarterly dividend of $0.80 per share of common stock will be payable on June 30, 2020 to holders of record of Farmer Mac’s common stock as of June 15, 2020.

Also on May 29, 2020, the Board declared a dividend on each of Farmer Mac’s four classes of preferred stock - 5.875% Non-Cumulative Preferred Stock, Series A (“Series A Preferred Stock”), 6.000% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C (“Series C Preferred Stock”), 5.700% Non-Cumulative Preferred Stock, Series D (“Series D Preferred Stock”), and 5.750% Non-Cumulative Preferred Stock, Series E (“Series E Preferred Stock”). The quarterly dividend of $0.3672 per share of Series A Preferred Stock, $0.375 per share of Series C Preferred Stock, and $0.35625 per share of Series D Preferred Stock is for the period from but not including April 17, 2020 to and including July 17, 2020. The dividend of $0.2276 per share of Series E Preferred Stock is for the period from but not including May 20, 2020 to and including July 17, 2020. The dividend on each of the Series A Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, and Series E Preferred Stock will be payable on July 17, 2020 to holders of record of those classes of stock, respectively, as of July 2, 2020. Each share of Series A Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, and Series E Preferred Stock has a par value and liquidation preference of $25.00 per share.

Information about the dividends declared by the Board on May 29, 2020 is also included in the press release attached to this report as Exhibit 99 and is incorporated by reference into this report. All references to www.farmermac.com in Exhibit 99 are inactive textual references only, and the information contained on Farmer Mac’s website is not incorporated by reference into this report.













Item 9.01.     Financial Statements and Exhibits.

(d)    Exhibits

        
99

104    Cover Page Inline Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document included as Exhibit 101



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 thereunto duly authorized.



FEDERAL AGRICULTURAL MORTGAGE CORPORATION     


             By: /s/ Stephen P. Mullery   
              Name: Stephen P. Mullery
              Title: Executive Vice President – General Counsel

Dated: May 29, 2020


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