FEDERAL AGRICULTURAL MORTGAGE CORP (Form: 8-K, Received: 01/13/2015 16:38:16)

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): January 8, 2015

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))


Item 1.01.	Entry into a Material Definitive Agreement.

On January 8, 2015, 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 an Amended and Restated First Supplemental Note Purchase Agreement (the “ Amended Agreement ”), which amends and restates the First Supplemental Note Purchase Agreement (the “ Original Agreement ”), dated as of March 24, 2011 and previously filed as Exhibit 10.25 to Form 10-Q filed on May 10, 2011 with the SEC. The parties entered into the Amended Agreement pursuant to the Amended and Restated Master Note Purchase Agreement, dated as of March 24, 2011 and previously filed as Exhibit 10.22 to Form 10-Q filed on May 10, 2011 with the SEC, which governs the notes issued under the Amended Agreement by CFC and purchased by FMMSC. The Amended Agreement: (1) increased the limit for the aggregate principal amount of notes outstanding to $4.5 billion (representing an increase from $3.9 billion in the Original Agreement); (2) extended the draw period on this note facility from January 11, 2016 to January 11, 2020; and (3) deleted references to Farmer Mac’s Series C Non-Voting Cumulative Preferred Stock, which was retired by Farmer Mac in January 2013.

The foregoing description is qualified in its entirety by reference to the full text of the Amended Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

CFC also owns 81,500 shares of Farmer Mac’s Class A Voting Common Stock, 1,200,000 shares of Farmer Mac’s 5.875% Non-Cumulative Preferred Stock, Series A, 1,000,000 shares of Farmer Mac’s 6.875% Non-Cumulative Preferred Stock, Series B, and 1,000,000 shares of Farmer Mac’s 6.000% Non-Cumulative Preferred Stock, Series C.


Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 19, 2014, the Board of Directors of Farmer Mac appointed John Curtis Covington, age 59, to serve as Senior Vice President – Agricultural Finance of Farmer Mac, effective January 26, 2015. There are no arrangements or understandings between Mr. Covington and any other persons pursuant to which he was selected as Senior Vice President – Agricultural Finance of Farmer Mac. There are also no family relationships between Mr. Covington and any director or executive officer of Farmer Mac, and Mr. Covington has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. A description of Mr. Covington’s compensation arrangement with Farmer Mac is set forth under Item 5.02(e) of this Current Report on Form 8-K.

On January 13, 2015, Farmer Mac issued a press release to announce the appointment of Mr. Covington as Senior Vice President – Agricultural Finance of Farmer Mac. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99 . 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 Current Report on Form 8-K.

Prior to being appointed as an executive officer of Farmer Mac, Mr. Covington served as the Managing Director for the Ag and Rural Banking division at Bank of the West, where he was responsible for managing the growth and performance of Bank of the West’s regional agricultural loan portfolio. Prior to joining Bank of the West in 2006, Mr. Covington worked in various loan production and management roles in the Farm Credit System and as a credit administrator at Rabobank, N.A. Since 1984, Mr. Covington has served as an adjunct faculty member in the Department of Agricultural Economics and Craig School of Business at California State University. Mr. Covington earned a B.S. in Finance from University of Southern California and a Masters in Agribusiness from Santa Clara University.

(e) Compensatory Arrangements of Certain Officers

As Farmer Mac’s Senior Vice President – Agricultural Finance, Mr. Covington’s starting base salary will be $310,000 per year. Mr. Covington’s target short-term incentive compensation for 2015 is $108,500 (35 percent of base salary), and he will be granted 4,000 stock appreciation rights (SARs) on his first day of employment at Farmer Mac. Each SAR represents the right to receive, upon exercise, an amount equal to the excess, if any, of the fair market value of a share of Farmer Mac’s Class C non-voting common stock (each, a “ Share ”) on the date of exercise over the grant price. The grant price for Mr. Covington’s 4,000 SARs will be the closing price of a Share on the New York Stock Exchange on his first day of employment. The 4,000 SARs will all “cliff” vest three years from Mr. Covington’s first day of employment and will expire ten years from Mr. Covington’s first day of employment. Mr. Covington will also be considered for grants of equity-based, long-term incentive compensation in April 2015 at the same time that those grants are considered for Farmer Mac’s other executive officers. The target value for those grants to Mr. Covington will be $287,000.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


10.1	Amended and Restated First Supplemental Note Purchase Agreement, dated January 8, 2015, between FMMSC, CFC, and Farmer Mac

99 Press Release dated January 13, 2015

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: Senior Vice President – General Counsel

Dated: January 13, 2015

AMENDED AND RESTATED

FIRST SUPPLEMENTAL NOTE PURCHASE AGREEMENT

AMENDED AND RESTATED FIRST SUPPLEMENTAL NOTE PURCHASE AGREEMENT, dated as of January 8, 2015 (this “ Supplemental Note Purchase Agreement ”), among FARMER MAC MORTGAGE SECURITIES CORPORATION (the “ Purchaser ”), a wholly owned subsidiary of FEDERAL AGRICULTURAL MORTGAGE CORPORATION, a federally-chartered instrumentality of the United States and an institution of the Farm Credit System (“ Farmer Mac ” or the “ Guarantor ”); NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a cooperative association existing under the laws of the District of Columbia (“ National Rural ”); and Farmer Mac, as Guarantor.

RECITALS

WHEREAS National Rural, the Purchaser and the Guarantor have heretofore executed and delivered the Amended and Restated Master Note Purchase Agreement dated as of March 24, 2011, among National Rural, the Purchaser and the Guarantor (the “ Master Agreement ”);

WHEREAS, pursuant to the Master Agreement, National Rural, the Purchaser and the Guarantor entered into the First Supplemental Note Purchase Agreement dated as of March 24, 2011 (the “ Original Supplement ”), providing for the terms of a series of Notes issued by National Rural and purchased by the Purchaser; and

WHEREAS, the parties wish to amend and restate the Original Supplement, as provided herein.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, Farmer Mac, the Purchaser and National Rural agree as follows:

1. Capitalized Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Master Agreement.

2. Title of Series . The Pricing Agreement for any Notes and each such Note issued hereunder on or after the date hereof may identify the name (if any name is designated) of such series of Notes. Failure to make a notation of the name of a series within any Pricing Agreement or on the applicable Note shall not affect the validity and effect of such Note.

3. Purchase of Notes . The Purchaser agrees to purchase Notes, at 100% of their principal amount, from time to time during the Draw Period, as requested by National Rural by written notice or notice given by electronic mail to Farmer Mac at Robert_Owens@farmermac.com, or such other address as may be provided in writing (each, a “ Notice of Borrowing ”), in an aggregate principal amount, for all Notes issued prior to the date hereof or to be issued under this Supplemental Note Purchase Agreement at any

one time, not in excess of $4.5 billion (the “ Maximum Purchase Amount ”), subject to the conditions set forth in the Master Agreement. For purposes hereof, “ Draw Period ” means the period from the date hereof through January 11, 2020; provided, however, on January 11 ^th of each year beginning January 11, 2020, the Draw Period shall be deemed automatically extended for one (1) additional year without further action, unless at least sixty (60) days prior to any such anniversary date, Farmer Mac or the Purchaser provides National Rural with written notice that the Draw Period will not be extended beyond the then-remaining term. National Rural may borrow, repay (subject to the terms of the applicable Notes being repaid) and reborrow funds at any time or from time to time during the Draw Period. Each borrowing under this Supplemental Note Purchase Agreement (or, in the case of Notes issued prior to the date hereof, the applicable Original Note Purchase Agreement and/or Original Supplement) shall be made in accordance with the Note applicable thereto.

Each advance under this Supplemental Note Purchase Agreement shall be disbursed in a minimum amount of $50 million and additional increments of $5 million in excess thereof or such other amounts as agreed to in the applicable Pricing Agreement.

4. Amendment and Restatement . This Supplemental Note Purchase Agreement amends and restates in its entirety all of the terms, conditions and provisions of the Original Supplement.

5. GOVERNING LAW . EXCEPT AS SET FORTH IN SECTION 9.01 OF THE MASTER AGREEMENT, THIS SUPPLEMENTAL NOTE PURCHASE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, FEDERAL LAW. TO THE EXTENT FEDERAL LAW INCORPORATES STATE LAW, THAT STATE LAW SHALL BE THE LAWS OF THE DISTRICT OF COLUMBIA APPLICABLE TO CONTRACTS MADE AND PERFORMED THEREIN.

6. Counterparts . This Supplemental Note Purchase Agreement may be executed in two or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

7. Inconsistency . In the event of any inconsistency between the terms of this Supplemental Note Purchase Agreement and the Master Agreement, the terms of this Supplemental Note Purchase Agreement shall apply.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

IN WITNESS WHEREOF, each party hereto has caused this Supplemental Note Purchase Agreement to be executed by an authorized officer as of the day and year first above written.



FARMER MAC MORTGAGE SECURITIES CORPORATION

By:	/s/ R. Dale Lynch
Name:	R. Dale Lynch
Title:	Vice President and Treasurer



FEDERAL AGRICULTURAL MORTGAGE CORPORATION

By:	/s/ R. Dale Lynch
Name:	R. Dale Lynch
Title:	Senior Vice President – Chief Financial Officer



NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

By:	/s/ J. Andrew Don
Name:	J. Andrew Don
Title:	Senior Vice President and Chief Financial Officer

Farmer Mac Selects Bank of the West Executive Curt Covington to Head Agricultural Finance Group

WASHINGTON, January 13, 2015 — The Federal Agricultural Mortgage Corporation (Farmer Mac, NYSE: AGM and AGM.A) announced today that Curt Covington will join the company as senior vice president, agricultural finance later this month. In his new role, Mr. Covington will lead Farmer Mac’s business development efforts in its Farm & Ranch and USDA Guarantees business segments, as well as oversee the company’s overall credit administration and underwriting functions.

Mr. Covington has enjoyed an impressive career in agricultural banking that spans over three decades and is a widely recognized and highly regarded leader in the industry. Before joining Farmer Mac, he served as managing director for the Ag and Rural Banking Division at San Francisco-based Bank of the West where he was responsible for managing the growth and performance of the bank’s $2 billion agricultural loan portfolio. Mr. Covington has also held various management positions within the Farm Credit System and as a credit administrator with Rabobank.

“Curt is one of the most respected leaders in our industry and adding him to the Farmer Mac team is a major win for us,” said Tim Buzby, Farmer Mac’s president & chief executive officer. “With his extensive knowledge and breadth of experience serving all kinds of agricultural borrowers, we have every confidence he will greatly assist our efforts to grow the company and continue in our mission of serving rural America.”

Having been born and raised in the farming community of Selma, California where his family farmed grapes and tree nuts, Mr. Covington shares in Farmer Mac’s passion for rural America. “With a personal connection to the ag industry and a professional career dedicated to it, it’s a privilege to work with a group so successful at delivering the capital and commitment rural America deserves,” said Mr. Covington. “I have long admired Farmer Mac and the value the company brings to lenders who serve this country’s farmers, ranchers and rural borrowers. I am both excited and proud to join the Farmer Mac team and look forward to furthering its important mission.”

Mr. Covington currently serves on committees of various nonprofit organizations, including as the present chairman of the Risk Management Association’s Agricultural Bankers Committee. Since 1984, he has also served as an adjunct faculty member in the Department of Agricultural Economics and Craig School of Business at California State University, Fresno.

About Farmer Mac
Farmer Mac is the stockholder-owned company created to deliver capital and increase lender competition for the benefit of American agriculture and rural communities. Additional information about Farmer Mac is available on Farmer Mac’s website at www.farmermac.com.

CONTACT: Jalpa Nazareth, Investor Relations

Chris Bohanon, Media Inquiries

(202) 872-7700

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