For Release: April 30, 2014
Contact: Ling Wang, Banking & Investor Relations; Brad Captain, Corporate Relations
Eliminates Proration if Auction Results in
Total Exchange Consideration of $1,430(1) or Less
DULLES, Va.— National Rural Utilities Cooperative Finance Corporation ("CFC") announced today the amendment of the terms of its previously announced exchange offer to certain eligible holders (the "Exchange Offer") for up to $175 million aggregate principal amount of its 8.00% Medium Term Notes, Series C, due 2032 (the "Old Notes"), for consideration of newly issued 4.023% Collateral Trust Bonds due November 1, 2032 (the "New Bonds") and cash. As amended, if in accordance with the existing terms of the Exchange Offer, the Total Exchange Consideration for Old Notes accepted for exchange is determined to be $1,430(1) or less, all Old Notes validly tendered on or prior to the Early Participation Date and not validly withdrawn with a Bid Price equal to the Total Exchange Consideration will be accepted for exchange without proration. Further, all Old Notes validly tendered after the Early Participation Date and on or prior to the Expiration Date will be accepted for exchange without proration and entitled to receive the Exchange Consideration (but not the Early Participation Amount) in accordance with the Offering Memorandum. If the Total Exchange Consideration is determined to be more than $1,430(1), holders that validly tender and do not validly withdraw Old Notes with a Bid Price equal to the Total Exchange Consideration, and holders that validly tender Old Notes after the Early Participation Date and on or prior to the Expiration Date, may be subject to proration as described in the Offering Memorandum.
The New Bonds will comprise part of the same series as, and are expected to be fungible for U.S. federal income tax purposes with, the $379,372,000 aggregate principal amount of 4.023% Collateral Trust Bonds due November 1, 2032 (CUSIP 637432 MS1) that CFC initially issued on October 16, 2012. Except as described in this press release, all terms and conditions of the Exchange Offer remain as set forth in the Offer to Exchange dated April 21, 2014 (the "Offering Memorandum") and the related Letter of Transmittal.
The Early Participation Date is 5:00 p.m., New York City time, on May 2, 2014. Eligible holders of Old Notes must validly tender and not validly withdraw their Old Notes on or prior to the Early Participation Date in order to be eligible to receive the Total Exchange Consideration, which includes the Early Participation Amount. Withdrawal rights for the Exchange Offer will expire at 5:00 p.m., New York City time, on May 2, 2014. The Exchange Offer will expire at 12:00 midnight, New York City time, on May 16, 2014, unless extended.
The New Bonds to be issued in the Exchange Offer have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. Therefore, the New Bonds may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.
In connection with the Exchange Offer, CFC will enter into a registration rights agreement with respect to the New Bonds.
The Exchange Offer is conditioned upon certain conditions described in the Offering Memorandum. CFC expressly reserves the right, at its sole discretion, subject to applicable law, to terminate the Exchange Offer at any time prior to the Expiration Date. The Exchange Offer is only made, and copies of the documents relating to the Exchange Offer will only be made available, to the eligible holders of Old Notes. An eligible holder is a holder of Old Notes who has certified in an eligibility letter certain matters to CFC, including its status as a "qualified institutional buyer" as defined in Rule 144A under the Securities Act or who is a person other than a "U.S. person" as defined in Rule 902 under the Securities Act ("Eligible Holder"). Documents relating to the Exchange Offer will only be distributed to holders of the Old Notes that complete and return a letter of eligibility confirming that they are Eligible Holders. Holders of the Old Notes that desire a copy of the eligibility letter may contact D.F. King & Co., Inc., the information agent for the Exchange Offer, by calling toll-free (800) 967-4604 or collect (212) 269-5550 (banks and brokerage firms) or by e-mail at NRUCFC@dfking.com.
This press release does not constitute an offer to sell or purchase, or a solicitation of offer to sell or purchase, or the solicitation of tenders or consents with respect to, the Old Notes. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Exchange Offer is being made solely pursuant to the Offering Memorandum and the related Letter of Transmittal made available to eligible holders of the Old Notes.
(1) Per $1,000 principal amount of Old Notes accepted for exchange. Includes the Early Participation Amount.
This press release, including the information incorporated by reference herein, contains forward-looking statements about CFC, including those related to the offering of New Bonds and whether or not CFC will consummate the Exchange Offer. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identified by our use of words such as "intend," "plan," "may," "should," "will," "project," "estimate," "anticipate," "believe," "expect," "continue," "potential," "opportunity" and similar expressions, whether in the negative or affirmative. All statements about future expectations or projection, including statements about loan volume, the adequacy of the loan loss allowance, operating income and expenses, leverage and debt-to-equity ratios, borrower financial performance, impaired loans, and sources and uses of liquidity, are forward-looking statements. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, actual results and performance could materially differ. Factors that could cause future results to vary from current expectations include, but are not limited to, general economic conditions, legislative changes including those that could affect our tax status, governmental monetary and fiscal policies, demand for our loan products, lending competition, changes in the quality or composition of our loan portfolio, changes in our ability to access external financing, changes in the credit ratings on our debt, valuation of collateral supporting impaired loans, charges associated with our operation or disposition of foreclosed assets, regulatory and economic conditions in the rural electric industry, non-performance of counterparties to our derivative agreements and the costs and effects of legal or governmental proceedings involving CFC or its members. Some of these and other factors are discussed in our annual and quarterly reports previously filed with the Securities and Exchange Commission. Except as required by law, we undertake no obligation to update or publicly release any revisions to forward-looking statements to reflect new information, future events or changes in expectations after the date on which the statement is made.
The National Rural Utilities Cooperative Finance Corporation (CFC) is a nonprofit finance cooperative created and owned by America’s electric cooperative network. With more than $23 billion in assets, CFC is committed to providing unparalleled industry expertise, flexibility and responsiveness to serve the needs of our member-owners. Visit us online at www.nrucfc.coop.