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): October 24, 2018

 

 

 

NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

(Exact name of registrant as specified in its charter)

 

District of Columbia

(state or other jurisdiction of incorporation)

1-7102

(Commission

File Number)

52-0891669

(I.R.S. Employer

Identification No.)

 

20701 Cooperative Way

Dulles, VA

20166-6691

(Zip Code)

(Address of principal executive offices)  

 

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:

 

qWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

qSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

qPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

qPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 8.01Other Events.

 

On October 24, 2018, National Rural Utilities Cooperative Finance Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named on Schedule I thereto, in connection with the issuance and sale of $325,000,000 aggregate principal amount of 3.90% Collateral Trust Bonds due 2028 (the “2028 Bonds”) and $300,000,000 aggregate principal amount of 4.40% Collateral Trust Bonds due 2048 (the “2048 Bonds” and, together with the 2028 Bonds, the “Bonds”). The offering closed on October 31, 2018.

 

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 9.01Financial 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/ J. Andrew Don  
        J. Andrew Don  
    Senior Vice President and Chief Financial Officer  

 

Dated: October 31, 2018

 

 

 

 

 

 

 

 

Exhibit No.   Description
     
1.1   Underwriting Agreement, dated October 24, 2018 and among the Company and MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named on Schedule I thereto.
     

4.1 

  Form of the Global Certificate for the 2028 Bonds.
     
4.2   Form of the Global Certificate for the 2048 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).