FEDERAL AGRICULTURAL MORTGAGE CORP
For the period ended Dec 31, 2023. Filed Feb 23, 2024.
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FY2023 · Filed Feb 23, 2024
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Equity Issuance
Farmer Mac's charter authorizes Farmer Mac to issue voting common stock, non-voting common stock, and non-voting preferred stock. Farmer Mac may obtain additional capital from future issuances of common stock and preferred stock.
Common Stock
Only banks, other financial entities, insurance companies, and institutions of the FCS may hold voting common stock. No holder of Class A voting common stock may directly or indirectly be a beneficial owner of more than 33% of the outstanding shares of Class A voting common stock. There are no restrictions on the maximum number or percentage of outstanding shares of Class B voting common stock that may be held by an eligible stockholder. No ownership restrictions apply to Class C non-voting common stock, and those securities are freely transferable.
The dividend rights of all three classes of Farmer Mac's common stock are the same, and dividends may be paid on common stock only when, as, and if declared by Farmer Mac's board of directors in its sole discretion, subject to compliance with applicable capital requirements and the payment of dividends on outstanding preferred stock. Upon liquidation, dissolution, or winding up of the business of Farmer Mac, after payment and provision for payment of outstanding debt of Farmer Mac, the holders of shares of preferred stock would be paid at par value out of assets available for distribution, plus all declared and unpaid dividends, before the holders of shares of common stock received any payment.
As of December 31, 2023, the following shares of Farmer Mac common stock were outstanding:
1,030,780 shares of Class A voting common stock;
500,301 shares of Class B voting common stock; and
9,310,872 shares of Class C non-voting common stock.
Except for the period from March 16, 2020 to March 10, 2021, Farmer Mac has had a common stock repurchase program in place since third quarter 2015. In March 2023, Farmer Mac's board of directors extended the expiration date of the repurchase program to March 2025 on the same terms and with a remaining authorization of up to $9.8 million in stock repurchases. As of December 31, 2023, Farmer Mac had repurchased approximately 673,000 shares of Class C non-voting common stock at a cost of approximately $19.8 million under the share repurchase program since 2015.
The following table presents the dividends declared on Farmer Mac's common stock during and after 2023:
| DateDividendDeclared | PerShareAmount | ForHolders OfRecord As Of | DatePaid |
|---|---|---|---|
| February 22, 2023 | $1.10 | March 16, 2023 | March 31, 2023 |
| May 3, 2023 | $1.10 | June 16, 2023 | June 30, 2023 |
| August 9, 2023 | $1.10 | September 15, 2023 | September 29, 2023 |
| November 8, 2023 | $1.10 | December 15, 2023 | December 29, 2023 |
| February 21, 2024 | $1.40 | March 15, 2024 | * |
- The dividend declared on February 21, 2024 is scheduled to be paid on March 28, 2024.
Farmer Mac's ability to declare and pay common stock dividends could be restricted if it were to fail to comply with applicable capital requirements. See Note 9 to the consolidated financial statements and "Business—Government Regulation of Farmer Mac—Capital Standards."
Preferred Stock
No ownership restrictions apply to any preferred stock issued by Farmer Mac, and those securities are freely transferable. As of December 31, 2023, the following shares of Farmer Mac preferred stock were outstanding:
3,000,000 shares of Series C Preferred Stock, all of which were issued in June 2014;
4,000,000 shares of Series D Preferred Stock, all of which were issued in May 2019;
3,180,000 shares of Series E Preferred Stock, all of which were issued in May 2020;
4,800,000 shares of Series F Preferred Stock, all of which were issued in August 2020; and
5,000,000 shares of Series G Preferred Stock, all of which were issued in May 2021.
The Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, and Series G Preferred Stock, (collectively, "Outstanding Preferred Stock") each has a par value of $25.00 per share and an initial liquidation preference of $25.00 per share. Since each of their respective issuances, Farmer Mac has not issued any more shares of any series of Outstanding Preferred Stock. Each series of Outstanding Preferred Stock ranks senior to Farmer Mac's outstanding Class A voting common stock, Class B voting common stock, Class C non-voting common stock, and any other common stock of Farmer Mac issues in the future.
The Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, and Series G Preferred Stock pay an annual dividend rate fixed at 5.700%, 5.750%, 5.250%, and 4.875%, respectively, for the life of the securities. The Series C Preferred Stock pays an annual dividend rate of 6.000% from the date of issuance to and including the quarterly payment date on July 17, 2024 and thereafter at a floating rate equal to three-month LIBOR plus 3.260%, which Farmer Mac expects will be converted to the Term Secured Overnight Financing Rate published by CME Group Benchmark Administration, Ltd., plus a spread adjustment based on the tenor of the securities, if not redeemed prior to that payment date. Dividends on all series of Outstanding Preferred Stock are non-cumulative, so if the board of directors has not declared a dividend before the applicable dividend payment date for any dividend period, the dividend will not be paid or accumulate, and Farmer Mac will not be obligated to pay dividends for that dividend period, whether or not dividends on any series of Outstanding Preferred Stock are declared for any future dividend period. Farmer Mac may pay dividends on the Outstanding Preferred Stock without paying dividends on any class or series of stock Farmer Mac may issue in the future that ranks junior to the Outstanding Preferred Stock.
The Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, and Series G Preferred Stock rank equally with each other and will rank equally with any other class or series of stock Farmer Mac may issue in the future of equal priority as to dividends and upon liquidation. Farmer Mac has the right, but not the obligation, to redeem some or all of the issued and outstanding shares of Series C Preferred Stock on and any time after July 18, 2024, the Series D Preferred Stock on and after July 17, 2024, the Series E Preferred Stock on and after July 17, 2025, the Series F Preferred Stock on and after October 17, 2025, and the Series G Preferred Stock on and any time after July 17, 2026, all at a price equal to the then-applicable liquidation preference. Any redemption date for the Series D, Series E, Series F, or Series G Preferred Stock must be a scheduled quarterly dividend payment date. The Outstanding Preferred Stock is considered Tier 1 capital for Farmer Mac. For more information on Farmer Mac's capital requirements, see "Business—Government Regulation of Farmer Mac—Capital Standards."
The following table presents the dividends declared and paid on Series C Preferred Stock during and after 2023:
| DateDividendDeclared | PerShareAmount | ForPeriodBeginning | ForPeriodEnding | DatePaid |
|---|---|---|---|---|
| February 22, 2023 | $0.3750 | January 18, 2023 | April 17, 2023 | April 17, 2023 |
| May 3, 2023 | $0.3750 | April 18, 2023 | July 17, 2023 | July 17, 2023 |
| August 9, 2023 | $0.3750 | July 18, 2023 | October 17, 2023 | October 17, 2023 |
| November 8, 2023 | $0.3750 | October 18, 2023 | January 17, 2024 | January 17, 2024 |
| February 21, 2024 | $0.3750 | January 18, 2024 | April 17, 2024 | * |
The following table presents the dividends declared and paid on Series D Preferred Stock during and after 2023:
| DateDividendDeclared | PerShareAmount | ForPeriodBeginning | ForPeriodEnding | DatePaid |
|---|---|---|---|---|
| February 22, 2023 | $0.35625 | January 18, 2023 | April 17, 2023 | April 17, 2023 |
| May 3, 2023 | $0.35625 | April 18, 2023 | July 17, 2023 | July 17, 2023 |
| August 9, 2023 | $0.35625 | July 18, 2023 | October 17, 2023 | October 17, 2023 |
| November 8, 2023 | $0.35625 | October 18, 2023 | January 17, 2024 | January 17, 2024 |
| February 21, 2024 | $0.35625 | January 18, 2024 | April 17, 2024 | * |
The following table presents the dividends declared and paid on Series E Preferred Stock during and after 2023:
| DateDividendDeclared | PerShareAmount | ForPeriodBeginning | ForPeriodEnding | DatePaid |
|---|---|---|---|---|
| February 22, 2023 | $0.359375 | January 18, 2023 | April 17, 2023 | April 17, 2023 |
| May 3, 2023 | $0.359375 | April 18, 2023 | July 17, 2023 | July 17, 2023 |
| August 9, 2023 | $0.359375 | July 18, 2023 | October 17, 2023 | October 17, 2023 |
| November 8, 2023 | $0.359375 | October 18, 2023 | January 17, 2024 | January 17, 2024 |
| February 21, 2024 | $0.359375 | January 18, 2024 | April 17, 2024 | * |
The following table presents the dividends declared and paid on Series F Preferred Stock during and after 2023:
| DateDividendDeclared | PerShareAmount | ForPeriodBeginning | ForPeriodEnding | DatePaid |
|---|---|---|---|---|
| February 22, 2023 | $0.3281250 | January 18, 2023 | April 17, 2023 | April 17, 2023 |
| May 3, 2023 | $0.3281250 | April 18, 2023 | July 17, 2023 | July 17, 2023 |
| August 9, 2023 | $0.3281250 | July 18, 2023 | October 17, 2023 | October 17, 2023 |
| November 8, 2023 | $0.3281250 | October 18, 2023 | January 17, 2024 | January 17, 2024 |
| February 21, 2024 | $0.3281250 | January 18, 2024 | April 17, 2024 | * |
The following table presents the dividends declared and paid on Series G Preferred Stock during and after 2023:
| DateDividendDeclared | PerShareAmount | ForPeriodBeginning | ForPeriodEnding | DatePaid |
|---|---|---|---|---|
| February 22, 2023 | $0.3046875 | January 18, 2023 | April 17, 2023 | April 17, 2023 |
| May 3, 2023 | $0.3046875 | April 18, 2023 | July 17, 2023 | July 17, 2023 |
| August 9, 2023 | $0.3046875 | July 18, 2023 | October 17, 2023 | October 17, 2023 |
| November 8, 2023 | $0.3046875 | October 18, 2023 | January 17, 2024 | January 17, 2024 |
| February 21, 2024 | $0.3046875 | January 18, 2024 | April 17, 2024 | * |
FARMER MAC'S AUTHORITY TO BORROW FROM THE U.S. TREASURY
Farmer Mac is authorized to borrow up to $1.5 billion from the U.S. Treasury through the issuance of debt obligations to the U.S. Treasury. Any funds borrowed from the U.S. Treasury may be used solely to fulfill Farmer Mac's guarantee obligations. Farmer Mac's charter provides that the U.S. Treasury is required to purchase Farmer Mac's debt obligations up to the authorized limit if Farmer Mac certifies that:
a portion of the guarantee fees assessed by Farmer Mac has been set aside as a reserve against losses arising out of Farmer Mac's guarantee activities in an amount determined by Farmer Mac's board of directors to be necessary and such reserve has been exhausted (that amount was
$129.6 million as of December 31, 2023); and
the proceeds of such obligations are needed to fulfill Farmer Mac's guarantee obligations.
Any debt obligations issued by Farmer Mac under this authority would bear interest at a rate determined by the U.S. Treasury, taking into consideration the average rate on outstanding marketable obligations of the United States as of the last day of the last calendar month ending before the date of the purchase of the obligations from Farmer Mac. Farmer Mac would be required to repurchase any of its debt obligations held by the U.S. Treasury within a "reasonable time." As of December 31, 2023, Farmer Mac had not used this borrowing authority and does not expect to use this borrowing authority in the future.
The United States government does not guarantee payments due on securities guaranteed by Farmer Mac, funds invested in the equity or debt securities of Farmer Mac, any dividend payments on shares of Farmer Mac stock, or the profitability of Farmer Mac.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.