FOR IMMEDIATE RELEASE
|For Release: September 25, 2012
|Capital Market Relations
National Rural Utilities Cooperative Finance Corporation Announces Reference Yield for Exchange Offer
and Interest Rate for New Bonds
Dulles, Va. National Rural Utilities Cooperative Finance Corporation (CFC)
(NYSE: NRU, NRC) announced today the determination of the reference yield for its previously announced modified Dutch Auction exchange offer (the Exchange Offer) for $339,621,000 aggregate principal amount of 8.00% Medium
Term Notes, Series C, due 2032 (the Old Notes), payable as set forth in the Offer to Exchange dated September 11, 2012 (the Offering Memorandum).
Pursuant to the terms of the Exchange Offer, the reference yield, as of 11:00 a.m., New York City time, on September 25, 2012, for the 3.000% U.S. Treasury Note due May 15, 2042, was 2.898%.
Withdrawal rights for the Exchange Offer expired at 5:00 p.m., New York City time, on September 24, 2012. The Exchange Offer will expire
at 12:00 midnight, New York City time, on October 9, 2012, unless extended (the Expiration Date).
CFC also announced that it
will pay interest on the Collateral Trust Bonds due November 1, 2032 (the New Bonds) to be issued in the Exchange Offer at a rate per annum equal to 4.023 %, as calculated in accordance with the Offering Memorandum.
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, 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 registration requirements of the Securities Act and any applicable state securities laws.
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) 488-8075 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.
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.