Federal Agricultural Mortgage Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): January 14, 2025
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Item 1.01 Entry into a Material Definitive Agreement.
On January 14, 2025, the Federal Agricultural Mortgage Corporation (“Farmer Mac”), Farmer Mac Mortgage Securities Corporation (“FMMSC”), a wholly-owned subsidiary of Farmer Mac, and the National Rural Utilities Cooperative Finance Corporation (“CFC”) entered into a Fifth Amended and Restated First Supplemental Note Purchase Agreement (the “Amended Agreement”), which amends and restates in its entirety the Fourth Amended and Restated First Supplemental Note Purchase Agreement dated as of June 15, 2022 (the “Original Agreement”) and previously filed as Exhibit 10.1 to Farmer Mac’s Current Report on Form 8-K filed on June 15, 2022 with the U.S. Securities and Exchange Commission (“SEC”). The parties entered into the Original Agreement and the Amended Agreement pursuant to the Amended and Restated Master Note Purchase Agreement, dated as of March 24, 2011 (the “Master Note Purchase Agreement”) and previously filed as Exhibit 10.22 to Farmer Mac’s Quarterly Report on Form 10-Q filed on May 10, 2011 with the SEC, which governs the notes issued under the Amended Agreement by CFC, purchased by FMMSC, and guaranteed by Farmer Mac. The Amended Agreement increases the Maximum Purchase Amount from $6 billion to $6.5 billion, and extends the borrowing period from June 30, 2027 to January 14, 2030 (with successive one-year renewals upon sixty days’ notice by CFC, subject to approval by Farmer Mac and FMMSC).
Also on January 14, 2025, Farmer Mac, FMMSC, CFC, and U.S. Bank National Association, as collateral agent, entered into a Third Amended, Restated and Consolidated Pledge Agreement (the “Pledge Agreement”), which amends and restates in its entirety the Second Amended, Restated and Consolidated Pledge Agreement dated as of July 31, 2015 and previously filed as Exhibit 10.3 to Farmer Mac’s Quarterly Report on Form 10-Q filed on November 9, 2015 with the SEC. The Pledge Agreement provides for the pledge by CFC to the collateral agent, for the benefit of Farmer Mac and FMMSC, of eligible rural utilities loans made by CFC to its members to secure CFC’s obligations under the notes issued by CFC to FMMSC and guaranteed by Farmer Mac all upon the terms and subject to the conditions set forth in the Master Note Purchase Agreement, in an amount equal to at least 100% of the outstanding principal amount of notes issued and sold by CFC under the Master Note Purchase Agreement.
Farmer Mac has a “related party” relationship with CFC, which is the second-largest owner of Farmer Mac’s Class A voting common stock and is named as a holder of more than 5% of Farmer Mac’s Class A voting common stock in Farmer Mac’s Proxy Statement dated April 17, 2024 and filed with the SEC on that same date. The Amended Agreement and the Pledge Agreement were entered into on an arms-length basis in the ordinary course of business, with terms and conditions comparable to those available to other business counterparties that do not have a related party relationship with Farmer Mac.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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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: January 14, 2025