Welcome!

News Feed Item

National Rural Utilities Cooperative Finance Corporation Announces Refinancing of Debt Through Exchange Offer

Offer to Exchange up to $175 Million Principal Amount of Its 8.00% Medium Term Notes, Series C, Due 2032

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 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.

Forward-Looking Statements
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.

Contacts:

Ling Wang
Banking & Investor Relations
Email Contact
800-424-2954

Brad Captain
Corporate Relations Group
Email Contact
800-424-2954

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
Cloud Expo, Inc. has announced today that Andi Mann and Aruna Ravichandran have been named Co-Chairs of @DevOpsSummit at Cloud Expo Silicon Valley which will take place Oct. 31-Nov. 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. "DevOps is at the intersection of technology and business-optimizing tools, organizations and processes to bring measurable improvements in productivity and profitability," said Aruna Ravichandran, vice president, DevOps product and solutions marketing...
SYS-CON Events announced today that TMC has been named “Media Sponsor” of SYS-CON's 21st International Cloud Expo and Big Data at Cloud Expo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Global buyers rely on TMC’s content-driven marketplaces to make purchase decisions and navigate markets. Learn how we can help you reach your marketing goals.
SYS-CON Events announced today that TechTarget has been named “Media Sponsor” of SYS-CON's 21st International Cloud Expo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. TechTarget storage websites are the best online information resource for news, tips and expert advice for the storage, backup and disaster recovery markets.
Amazon started as an online bookseller 20 years ago. Since then, it has evolved into a technology juggernaut that has disrupted multiple markets and industries and touches many aspects of our lives. It is a relentless technology and business model innovator driving disruption throughout numerous ecosystems. Amazon’s AWS revenues alone are approaching $16B a year making it one of the largest IT companies in the world. With dominant offerings in Cloud, IoT, eCommerce, Big Data, AI, Digital Assista...
SYS-CON Events announced today that IBM has been named “Diamond Sponsor” of SYS-CON's 21st Cloud Expo, which will take place on October 31 through November 2nd 2017 at the Santa Clara Convention Center in Santa Clara, California.
We build IoT infrastructure products - when you have to integrate different devices, different systems and cloud you have to build an application to do that but we eliminate the need to build an application. Our products can integrate any device, any system, any cloud regardless of protocol," explained Peter Jung, Chief Product Officer at Pulzze Systems, in this SYS-CON.tv interview at @ThingsExpo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA
SYS-CON Events announced today that Conference Guru has been named “Media Sponsor” of SYS-CON's 21st International Cloud Expo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. A valuable conference experience generates new contacts, sales leads, potential strategic partners and potential investors; helps gather competitive intelligence and even provides inspiration for new products and services. Conference Guru works with conference organi...
Managing mission-critical SAP systems and landscapes has never been easy. Add public cloud with its myriad of powerful cloud native services and this may not change any time soon. Public cloud offers exciting new possibilities for enterprise workloads. But to make use of these possibilities and capabilities, IT teams need to re-think everything they have done before. Otherwise, they will just end up using public cloud as a hosting platform for their workloads, aka known as “lift and shift.”
Multiple data types are pouring into IoT deployments. Data is coming in small packages as well as enormous files and data streams of many sizes. Widespread use of mobile devices adds to the total. In this power panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, panelists looked at the tools and environments that are being put to use in IoT deployments, as well as the team skills a modern enterprise IT shop needs to keep things running, get a handle on all this data, and deliver...
SYS-CON Events announced today that Enzu will exhibit at SYS-CON's 21st Int\ernational Cloud Expo®, which will take place October 31-November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Enzu’s mission is to be the leading provider of enterprise cloud solutions worldwide. Enzu enables online businesses to use its IT infrastructure to their competitive advantage. By offering a suite of proven hosting and management services, Enzu wants companies to focus on the core of their ...
You know you need the cloud, but you’re hesitant to simply dump everything at Amazon since you know that not all workloads are suitable for cloud. You know that you want the kind of ease of use and scalability that you get with public cloud, but your applications are architected in a way that makes the public cloud a non-starter. You’re looking at private cloud solutions based on hyperconverged infrastructure, but you’re concerned with the limits inherent in those technologies.
"Tintri focuses on the Ops side of the DevOps, which basically is pushing more and more of the accessibility of the infrastructure to the developers and trying to get behind the scenes," explained Dhiraj Sehgal of Tintri in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
Both SaaS vendors and SaaS buyers are going “all-in” to hyperscale IaaS platforms such as AWS, which is disrupting the SaaS value proposition. Why should the enterprise SaaS consumer pay for the SaaS service if their data is resident in adjacent AWS S3 buckets? If both SaaS sellers and buyers are using the same cloud tools, automation and pay-per-transaction model offered by IaaS platforms, then why not host the “shrink-wrapped” software in the customers’ cloud? Further, serverless computing, cl...
You know you need the cloud, but you’re hesitant to simply dump everything at Amazon since you know that not all workloads are suitable for cloud. You know that you want the kind of ease of use and scalability that you get with public cloud, but your applications are architected in a way that makes the public cloud a non-starter. You’re looking at private cloud solutions based on hyperconverged infrastructure, but you’re concerned with the limits inherent in those technologies.
Automation is enabling enterprises to design, deploy, and manage more complex, hybrid cloud environments. Yet the people who manage these environments must be trained in and understanding these environments better than ever before. A new era of analytics and cognitive computing is adding intelligence, but also more complexity, to these cloud environments. How smart is your cloud? How smart should it be? In this power panel at 20th Cloud Expo, moderated by Conference Chair Roger Strukhoff, paneli...