DENVER, Aug. 16, 2022 (GLOBE NEWSWIRE) -- CoBank, a cooperative bank serving agribusinesses, rural infrastructure providers and Farm Credit associations throughout the United States, announced today that it plans to offer preferred stock in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).
The new Series K non-cumulative perpetual preferred stock (the “Series K Preferred Stock”) will have a fixed dividend rate to, but excluding, October 1, 2027, and from, and including October 1, 2027, the dividend rate will reset every five years to a rate equal to the five-year U.S. Treasury rate plus a spread to be determined. The proceeds from this issuance will be used to increase CoBank’s regulatory capital and for general corporate purposes, including to finance any future redemptions of CoBank’s outstanding series of preferred stock, including CoBank’s Fixed-to-Floating Rate Series F Non-Cumulative Perpetual Preferred Stock.
Nothing in this press release should be construed as a notice to redeem any of our outstanding series of preferred stock. Any such notice will be made separately pursuant to and in accordance with the terms of the Certificate of Designation governing any such series of our preferred stock.
The Series K Preferred Stock is being offered and sold only to, and may be purchased by and transferred only to, “qualified institutional buyers” (as defined in Rule 144A under the Securities Act), institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3), (7) or (9) under the Securities Act) or individual “accredited investors” as defined in Rule 501(a)(5) under the Securities Act.
This news release contains projections and statements that are not historical facts but instead represent only our belief regarding future events, many of which, by their nature, are inherently uncertain and outside our control. These projections and statements may address, among other things, business strategy, competitive strengths, goals, market and industry developments, and the growth of our businesses and operations. It is possible that our actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these projections and statements. Factors that could cause our actual results to differ, possibly materially, from those in the specific projections and statements include, but are not limited to: uncertainty of the extent, duration and effects of the COVID 19 pandemic and related business or supply chain disruptions; the Russia/Ukraine war and its role in global trade for grain, fertilizer and other commodities, and its impact on economic conditions, and global food supply; government trade policies in the United States and other countries, including tariffs and other restrictions that impact markets for agricultural and other products; changes in the economic environment that negatively impact the agricultural, power, communications, water and leasing industries; changes in inflation, the level of interest rates and relationships between various interest rate indices and actions taken by the Federal Reserve to manage the monetary policy of the United States; replacement of the London Interbank Offered Rate (“LIBOR”) and the implementation of the Secured Overnight Financing Rate (“SOFR”) or another benchmark rate index; currency fluctuations that impact the value of the U.S. dollar in global markets; adverse food safety and weather events, disease, and other unfavorable conditions that periodically occur and impact agricultural productivity and income; catastrophic events such as wildfires, floods and other natural disasters, pandemic health events, political unrest or other similar occurrences, which may have a direct or indirect impact on certain of our borrowers; changes in levels of global crop production, exports, imports, usage and inventories; credit performance of the loan portfolio, performance of underlying collateral, including farmland values and specialized property that secures rural infrastructure credits; loan portfolio growth and seasonal factors; weakening domestic and global economic conditions, volatility in energy prices, including oil and other fuel prices; geopolitical uncertainties, conflicts and government policy developments in the United States and throughout the world that may impact the industries we lend to, or, economic, fiscal or monetary conditions; the growing impact of the environmental, social and governance (ESG) trend in the financial services industry globally, including policies directed toward measuring the carbon impact from lending activities and efforts focused on reducing the impact of climate change; changes in the U.S. government’s support of the Farm Credit System (“System”), the agricultural industry, agricultural exports, rural infrastructure and rural economies; legislative or regulatory actions that affect current and ongoing operations of the System or the banking, financial services, agricultural, power, communications, water and leasing industries; legislative or regulatory actions that affect our relationships with our employees; actions taken by the U.S. Congress relative to other government-sponsored enterprises; actions taken by the U.S. government to manage U.S. immigration policies; actions taken by the U.S. Congress to fund infrastructure improvements; changes to tax laws; a decrease in the credit outlook or ratings of U.S. government debt and agency debt, including our securities and Systemwide Debt Securities; our ability to attract and retain employees in light of the ongoing labor shortage across the United States; compliance with potential vaccine or testing mandates to us and our customers, including employee reactions to potential mandates; cybersecurity risks, including a failure or breach of our operational or security systems or infrastructure, that could adversely affect our business, financial performance and reputation; disruptive technologies impacting the banking and financial services industries or implemented by our competitors which negatively impact our ability to compete in the marketplace; changes in assumptions underlying the valuations of financial instruments; changes in estimates underlying the allowance for credit losses, including the implementation of the current expected credit losses accounting standard; failure of our investment portfolio to perform as expected or deterioration in the credit quality of such investments; legal proceedings, judgments, settlements and related matters; environmental-related conditions or laws impacting our lending activities; nonperformance by counterparties under our derivative and vendor contracts; success of business model solutions focused on strengthening our ability to fulfill the System’s collective mission, including through the more efficient use of capital; and our ability to continue to partner with various System and other entities in light of ongoing consolidation within the System and the industries we serve. Consequently, all of the projections, statements and other information about future events are qualified by these cautionary statements and we cannot assure you that the results or developments anticipated by us or the projections will be realized or, even if realized, will have the expected consequences to or effects on us or our business, financial condition or results of operations. You should not place undue reliance on this information in making your investment decision. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to this information to reflect events or circumstances that occur or arise or are anticipated to occur or arise after the date hereof. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
The list of factors is not all-inclusive because it is not possible to predict all factors. Additional factors that should be considered are located in CoBank’s 2021 Annual Report as well as CoBank’s 2nd quarter 2022 Quarterly Report. CoBank undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
The securities offered have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or any applicable exemption from the registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy securities nor will there be any sale of such securities in any state in which such offer, solicitation or sale would be unlawful.
CoBank is a cooperative bank serving vital industries across rural America. The bank provides loans, leases, export financing and other financial services to agribusinesses and rural power, water and communications providers in all 50 states. The bank also provides wholesale loans and other financial services to affiliated Farm Credit associations serving more than 76,000 farmers, ranchers and other rural borrowers in 23 states around the country. CoBank is a member of the Farm Credit System, a nationwide network of banks and retail lending associations chartered to support the borrowing needs of U.S. agriculture, rural infrastructure and rural communities. Headquartered outside Denver, Colorado, CoBank serves customers from regional banking centers across the U.S. and also maintains an international representative office in Singapore.
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