|By Marketwired .||
|April 21, 2014 09:34 AM EDT||
DULLES, VA -- (Marketwired) -- 04/21/14 -- National Rural Utilities Cooperative Finance Corporation ("CFC") announced today that it has commenced an 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. 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) (the "Existing Bonds") that CFC initially issued on October 16, 2012. 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 (the "Eligible Holders"). CFC commenced the Exchange Offer to improve its overall cost of funding.
Details Regarding the Exchange Offer
The consideration offered in the Exchange Offer will be determined using a modified "Dutch Auction," all as more fully described in the Offer to Exchange dated April 21, 2014 (the "Offering Memorandum") and related Letter of Transmittal. Eligible Holders of Old Notes who validly tender and do not validly withdraw on or before 5:00 p.m., New York City time, on May 2, 2014, subject to any extension by CFC (the "Early Participation Date"), will be eligible to receive the total consideration (the "Total Exchange Consideration"), which includes an early participation amount equal to $30 per $1,000 principal amount of Old Notes (the "Early Participation Amount"). Eligible Holders of Old Notes who tender after the Early Participation Date but on or prior to the expiration date, which is 12:00 midnight, New York City time, on May 16, 2014 (the "Expiration Date"), will be eligible to receive only the exchange consideration ("Exchange Consideration"), namely the Total Exchange Consideration less the Early Participation Amount. Tendered Old Notes may be validly withdrawn at any time prior to 5:00 p.m., New York City time, on May 2, 2014, unless extended by us (such date and time, as the same may be extended, the "Withdrawal Date") but not thereafter. Old Notes tendered after the Withdrawal Date may not be withdrawn. Acceptance of validly tendered Old Notes may be subject to proration as described in the Offering Memorandum.
Each Eligible Holder tendering Old Notes in the Exchange Offer must specify the minimum Total Exchange Consideration (a "Bid Price") that such eligible holder would be willing to receive in exchange for each $1,000 principal amount of Old Notes the Eligible Holder choses to validly tender in the Exchange Offer that is not less than the minimum acceptable bid price of $1,415 (the "Base Price") or greater than the maximum bid price of $1,445, as set forth in the table below, provided that Eligible Holders who validly tender Old Notes without specifying a Bid Price will be deemed to have specified the Base Price as their Bid Price.
Composition of Acceptable Bid Total Exchange Price Range Consideration -------------- -------------- Early Particip- Maximum Security/ Outstanding ation Base Bid CUSIP Principal Amount Price Price New New Bonds Number Amount (1) (2) (2) Bonds Cash Price (3) ---------- ------------ -------- ------ ------- -------- ----- --------- 8.00% $660,275,000 $30 $1,415 $1,445 70% 30% $969.92 Medium Term Notes, Series C, due 2032 / 637432CT0
(1) Per $1,000 principal amount of Old Notes accepted for exchange.
(2) Per $1,000 principal amount of Old Notes accepted for exchange. Includes the Early Participation Amount.
(3) Per $1,000 principal amount of New Bonds.
The Total Exchange Consideration and the Exchange Consideration will be payable in cash and New Bonds in accordance with the terms and conditions set forth in the Offering Memorandum. Acceptance of validly tendered Old Notes may be subject to proration as described in the Offering Memorandum. In addition, Eligible Holders who validly tender Old Notes that are accepted for exchange by us will receive a cash payment representing Accrued Interest for those Old Notes exchanged in the Exchange Offer (less an amount equal to accrued interest on the New Bonds at the time of their issuance on the Settlement Date).
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. 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 [email protected].
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.
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.
Financial Technology has become a topic of intense interest throughout the cloud developer and enterprise IT communities. Accordingly, attendees at the upcoming 20th Cloud Expo at the Javits Center in New York, June 6-8, 2017, will find fresh new content in a new track called FinTech.
Dec. 8, 2016 03:30 PM EST Reads: 2,238
Bert Loomis was a visionary. This general session will highlight how Bert Loomis and people like him inspire us to build great things with small inventions. In their general session at 19th Cloud Expo, Harold Hannon, Architect at IBM Bluemix, and Michael O'Neill, Strategic Business Development at Nvidia, discussed the accelerating pace of AI development and how IBM Cloud and NVIDIA are partnering to bring AI capabilities to "every day," on-demand. They also reviewed two "free infrastructure" pr...
Dec. 8, 2016 03:30 PM EST Reads: 1,202
"This is specifically designed to accommodate some of the needs for high availability and failover in a network managed system for the major Korean corporations," stated Thomas Masters, Managing Director at InfranicsUSA, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 8, 2016 03:15 PM EST Reads: 259
Unsecured IoT devices were used to launch crippling DDOS attacks in October 2016, targeting services such as Twitter, Spotify, and GitHub. Subsequent testimony to Congress about potential attacks on office buildings, schools, and hospitals raised the possibility for the IoT to harm and even kill people. What should be done? Does the government need to intervene? This panel at @ThingExpo New York brings together leading IoT and security experts to discuss this very serious topic.
Dec. 8, 2016 03:00 PM EST Reads: 500
More and more brands have jumped on the IoT bandwagon. We have an excess of wearables – activity trackers, smartwatches, smart glasses and sneakers, and more that track seemingly endless datapoints. However, most consumers have no idea what “IoT” means. Creating more wearables that track data shouldn't be the aim of brands; delivering meaningful, tangible relevance to their users should be. We're in a period in which the IoT pendulum is still swinging. Initially, it swung toward "smart for smar...
Dec. 8, 2016 02:30 PM EST Reads: 902
CloudJumper, a Workspace as a Service (WaaS) platform innovator for agile business IT, has been recognized with the Customer Value Leadership Award for its nWorkSpace platform by Frost & Sullivan. The company was also featured in a new report(1) by the industry research firm titled, “Desktop-as-a-Service Buyer’s Guide, 2016,” which provides a comprehensive comparison of DaaS providers, including CloudJumper, Amazon, VMware, and Microsoft.
Dec. 8, 2016 02:30 PM EST Reads: 970
"Dice has been around for the last 20 years. We have been helping tech professionals find new jobs and career opportunities," explained Manish Dixit, VP of Product and Engineering at Dice, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 8, 2016 02:15 PM EST Reads: 1,175
Complete Internet of Things (IoT) embedded device security is not just about the device but involves the entire product’s identity, data and control integrity, and services traversing the cloud. A device can no longer be looked at as an island; it is a part of a system. In fact, given the cross-domain interactions enabled by IoT it could be a part of many systems. Also, depending on where the device is deployed, for example, in the office building versus a factory floor or oil field, security ha...
Dec. 8, 2016 02:00 PM EST Reads: 171
"ReadyTalk is an audio and web video conferencing provider. We've really come to embrace WebRTC as the platform for our future of technology," explained Dan Cunningham, CTO of ReadyTalk, in this SYS-CON.tv interview at WebRTC Summit at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 8, 2016 01:45 PM EST Reads: 776
"At ROHA we develop an app called Catcha. It was developed after we spent a year meeting with, talking to, interacting with senior citizens watching them use their smartphones and talking to them about how they use their smartphones so we could get to know their smartphone behavior," explained Dave Woods, Chief Innovation Officer at ROHA, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Dec. 8, 2016 01:45 PM EST Reads: 745
Rapid innovation, changing business landscapes, and new IT demands force businesses to make changes quickly. In the eyes of many, containers are at the brink of becoming a pervasive technology in enterprise IT to accelerate application delivery. In this presentation, attendees learned about the: The transformation of IT to a DevOps, microservices, and container-based architecture What are containers and how DevOps practices can operate in a container-based environment A demonstration of how ...
Dec. 8, 2016 01:15 PM EST Reads: 1,177
Cloud Expo, Inc. has announced today that Andi Mann returns to 'DevOps at Cloud Expo 2017' as Conference Chair The @DevOpsSummit at Cloud Expo will take place on June 6-8, 2017, at the Javits Center in New York City, NY. "DevOps is set to be one of the most profound disruptions to hit IT in decades," said Andi Mann. "It is a natural extension of cloud computing, and I have seen both firsthand and in independent research the fantastic results DevOps delivers. So I am excited to help the great t...
Dec. 8, 2016 01:15 PM EST Reads: 724
SYS-CON Events announced today that Fusion, a leading provider of cloud services, will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Fusion, a leading provider of integrated cloud solutions to small, medium and large businesses, is the industry’s single source for the cloud. Fusion’s advanced, proprietary cloud service platform enables the integration of leading edge solutions in the cloud, including clou...
Dec. 8, 2016 01:00 PM EST Reads: 473
Fact: storage performance problems have only gotten more complicated, as applications not only have become largely virtualized, but also have moved to cloud-based infrastructures. Storage performance in virtualized environments isn’t just about IOPS anymore. Instead, you need to guarantee performance for individual VMs, helping applications maintain performance as the number of VMs continues to go up in real time. In his session at Cloud Expo, Dhiraj Sehgal, Product and Marketing at Tintri, sha...
Dec. 8, 2016 01:00 PM EST Reads: 1,185
WebRTC is the future of browser-to-browser communications, and continues to make inroads into the traditional, difficult, plug-in web communications world. The 6th WebRTC Summit continues our tradition of delivering the latest and greatest presentations within the world of WebRTC. Topics include voice calling, video chat, P2P file sharing, and use cases that have already leveraged the power and convenience of WebRTC.
Dec. 8, 2016 12:45 PM EST Reads: 1,741