Attached files
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): January 26, 2012
NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
| District of Columbia | 1-7102 | 52-0891669 | ||
| (state or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 20701 Cooperative Way Dulles, VA |
20166-6691 | |||
| (Address of principal executive offices) | (Zip Code) | |||
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)) |
| Item 8.01 | Other Events. |
On January 26, 2012, National Rural Utilities Cooperative Finance Corporation entered into an underwriting agreement (the “Underwriting Agreement”) with KeyBanc Capital Markets Inc., Mitsubishi UFJ Securities (USA), Inc., RBC Capital Markets, LLC and RBS Securities Inc., as representatives of the several underwriters named on Schedule I thereto, in connection with the issuance and sale of $400,000,000 aggregate principal amount of 1.00% Collateral Trust Bonds due 2015 (the “2015 Bonds”) and $400,000,000 aggregate principal amount of 3.05% Collateral Trust Bonds due 2022 (the “2022 Bonds,” and, together with the 2015 Bonds, the “Bonds”). The offering is expected to close on February 2, 2012.
Copies of the Underwriting Agreement and the Forms of Global Certificates for the Bonds are filed as Exhibits 1.1, 4.1 and 4.2, respectively, and are incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
The exhibits to this Current Report on Form 8-K are listed on the exhibit index, which appears elsewhere herein and is incorporated herein by reference.
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/ Steven L. Lilly | |||||
| Steven L. Lilly | ||||||
| Senior Vice President and Chief Financial Officer | ||||||
Dated: February 1, 2012
EXHIBIT INDEX
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated January 26, 2012, by and among National Rural Utilities Cooperative Finance Corporation, KeyBanc Capital Markets Inc., Mitsubishi UFJ Securities (USA), Inc., RBC Capital Markets, LLC and RBS Securities Inc., as representatives of the several underwriters named on Schedule I thereto. | |
| 4.1 | Form of the Global Certificate for the 2015 Bonds. | |
| 4.2 | Form of the Global Certificate for the 2022 Bonds. | |
| 5.1 | Opinion of Hogan Lovells US LLP regarding 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). | |