National Rural Utilities Cooperative Finance Corporation
08/17/2022 | Press release | Distributed by Public on 08/17/2022 14:00
Material Event - Form 8-K
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): August 10, 2022
NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
|
District of Columbia
(state or other jurisdiction of |
1-7102 (Commission File Number) |
52-0891669 (I.R.S. Employer Identification No.) |
|
20701 Cooperative Way Dulles, VA |
20166-6691 (Zip Code) |
|
| (Address of principal executive offices) |
Registrant's telephone number, including area code: (703) 467-1800
(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered |
| 7.35% Collateral Trust Bonds, due 2026 | NRUC 26 | New York Stock Exchange |
| 5.50% Subordinated Notes, due 2064 | NRUC | New York Stock Exchange |
| Item 8.01 | Other Events. |
On August 10, 2022, National Rural Utilities Cooperative Finance Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc. and Truist Securities, Inc., as representatives for the several underwriters named on Schedule I thereto, in connection with the issuance and sale of $400,000,000 aggregate principal amount of 4.15% Collateral Trust Bonds due 2032 (the "Bonds"). The offering closed on August 17, 2022.
Copies of the Underwriting Agreement and the Form of Global Certificate for the Bonds are filed as Exhibits 1.1 and 4.1, respectively, and are incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) The following exhibits are filed as part of this report.
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated August 10, 2022, by and among the Company, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc. and Truist Securities, Inc., as representatives for the several underwriters named on Schedule I thereto. | |
| 4.1 | Form of the Global Certificate for the Bonds. | |
| 5.1 | Opinion of Hogan Lovells US LLP regarding the legality of the Bonds. | |
| 8.1 | Opinion of Hogan Lovells US LLP regarding certain tax matters in connection with the issuance and sale of the Bonds. | |
| 23.1 | Consent of Hogan Lovells US LLP (included in Exhibits 5.1 and 8.1) | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
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.
| NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION | ||
| By: | /s/ YU LING WANG | |
| Yu Ling Wang | ||
| Senior Vice President and Chief Financial Officer |
Dated: August 17, 2022