Federal Farm Credit Banks Funding Corporation Announces Offer To Exchange Any And All Farm Credit System Consolidated Systemwide LIBOR Floating Rate Bonds Maturing After January 31, 2022, For Newly Issued Systemwide Bonds

JERSEY CITY, N.J., Sept. 24, 2020 /PRNewswire/ -- The Federal Farm Credit Banks Funding Corporation announced today the offer to exchange (the "Exchange Offer") any and all of its existing LIBOR Bonds listed in the table below (the "Existing LIBOR Bonds") for corresponding new LIBOR Bonds listed in the table below (the "New LIBOR Bonds"). The Exchange Offer will be conducted through the purchase of Existing LIBOR Bonds from their Holders coupled with the offer to sell to such Holders New LIBOR Bonds with substantially the same terms except with respect to the fallback provisions applicable in the event of the discontinuation of LIBOR. The Exchange Offer is described in more detail in, and is subject to the terms and conditions set forth in, the Offering Circular Supplement dated September 24, 2020 (the "Exchange Offer Supplement") to the Federal Farm Credit Banks Consolidated Systemwide Bonds, Retail Bonds and Discount Notes Offering Circular dated December 8, 2014 (the "Offering Circular").Terms used in this press release, unless otherwise defined herein, shall have the meanings ascribed to them in the Exchange Offer Supplement.

Timetable for the Exchange Offer

The above times and dates are subject to the Funding Corporation's right to extend, modify, amend, supplement and/or terminate the Exchange Offer. Holders of Existing LIBOR Bonds are advised to check with any bank, securities broker or other intermediary through which they hold Existing LIBOR Bonds as to when such intermediary would need to receive instructions from a beneficial owner in order for that beneficial owner to be able to participate in the Exchange Offer before the deadlines specified in the Exchange Offer Supplement. The deadlines set by any such intermediary for the submission of tender instructions will be earlier than the deadlines specified above.

The table below sets forth the Bonds subject to the Exchange Offer and certain other details of the Exchange Offer:

(1)  Total Consideration per U.S.$1,000 principal amount of accepted for exchange. In addition, holders whose Existing LIBOR Bonds are accepted for exchange pursuant to the Exchange Offer will also receive accrued but unpaid interest from and including the most recent Interest Payment Date (as defined herein) to, but excluding, the Settlement Date (as defined herein).

(2)  The terms of Existing LIBOR Bonds do not include a Benchmark Replacement Event.

(3) The terms of New LIBOR Bonds include the Benchmark Replacement Event and are based on, but not identical to, the Alternative Reference Rates Committee's New Issuances of LIBOR Floating Rate Notes (April 25, 2019), available on the website at https://www.newyorkfed.org/medialibrary/Microsites/arrc/files/2019/FRN_Fallback_Language.pdf.

(4)  $1,000 and integral multiples of $1,000 in excess thereof and the total Principal Amounts of the New LIBOR Bonds issued as a result of the Exchange Offer will be included in the final Term Sheets.

Purpose of the Exchange Offer

The purpose of the Exchange Offer is to provide Holders with an opportunity to exchange their Existing LIBOR Bonds (which use LIBOR as a reference rate for purposes of determining the Interest Rate) for New LIBOR Bonds (which also include LIBOR as a reference rate for determining the Interest Rate, but which include terms based on, but not identical to, the Alternative Reference Rates Committee's ("ARRC") Recommendation Regarding More Robust Fallback Language for New Issuances of LIBOR Floating Rate Notes (April 25, 2019),¹ thereby allowing the Holders to avoid the uncertainty relating to the calculation of the Interest Rate in the event of a discontinuation of LIBOR or LIBOR becoming no longer representative).

Details of the Exchange Offer

The Exchange Offer will expire at 5:00 p.m., New York City time, on October 22, 2020, unless extended or earlier terminated by the Funding Corporation (such date and time, as the same may be extended or earlier terminated, the "Expiration Date"). Tenders of Existing LIBOR Bonds may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on October 22, 2020, unless extended by the Funding Corporation (such date and time, as it may be extended, the "Withdrawal Date").

In exchange for each U.S.$1,000 principal amount of Existing LIBOR Bonds that are validly tendered on or prior to the Expiration Date and accepted for exchange, and not validly withdrawn, Holders of Existing LIBOR Bonds will receive on the Settlement Date a total consideration consisting of (i) U.S.$1,000 principal amount of New LIBOR Bonds of the relevant issue, and (ii) an amount in cash equal to the accrued and unpaid interest from, and including, the most recent interest payment date on the Existing LIBOR Bonds of the relevant series to, but excluding, the Settlement Date.

The terms of each New LIBOR Bond will be substantially identical to the terms of a related Existing LIBOR Bond except that: (i) the issue date for the New LIBOR Bonds shall be the settlement date for such Bonds; (ii) the initial interest rate for the interest period beginning on and including the issue date to but excluding the first interest payment date shall be the interest rate established for the reset period for the Existing LIBOR Bond that began on the interest payment date for such Bonds prior to the exchange date; and (iii) such terms will provide that the Funding Corporation may determine that LIBOR has been discontinued, is no longer being published or is no longer recognized as an industry standard benchmark Interest Rate, in each case whether due to lack of contributing banks or for any other reason and if such determination is made, the Funding Corporation will, in accordance with "Amendment to Reference Rates Supplement" in the Exchange Offer Supplement, determine the substitute or successor Reference Rate and, in its sole discretion, the Benchmark Replacement Conforming Changes, in each case as defined in the Amendment to Reference Rates Supplement applicable to the New LIBOR Bonds.

Procedures for Tendering

In order to tender Existing LIBOR Bonds in the Exchange Offer, a Holder must electronically submit to the Dealer Manager and Exchange Agent a properly completed Letter of Transmittal in respect of the Existing LIBOR Bonds that such Holder wishes to tender in the Exchange Offer by the Expiration Time.

You must submit a Letter of Transmittal to the Dealer Manager and Exchange Agent only. Do not submit Exchange Orders or deliver the Existing LIBOR Bonds to the Funding Corporation. Do not submit a Letter of Transmittal to the Funding Corporation, the Banks or the Information Agent. Do not submit Exchange Orders more than once.

There are no guaranteed delivery procedures in connection with this Exchange Offer. No alternative, conditional, irregular or contingent offer to tender Existing LIBOR Bonds will be accepted.

The Existing LIBOR Bonds are, and the New LIBOR Bonds will be, issued, maintained and transferred on the Fed Book-Entry System pursuant to the Fiscal Agency Agreement with the Federal Reserve Bank of New York, as fiscal agent. See the section "Book-Entry System" in the Offering Circular.

Holders who wish to participate in the Exchange Offer are urged to carefully read the section "Terms of the Exchange Offer - Procedures for Tendering" in the Exchange Offer Supplement, which contains important information relating to the procedures to be followed in connection with the exchange of the Existing LIBOR Bonds for the New LIBOR Bonds pursuant to the Exchange Offer.

If you do not wish to tender your Existing LIBOR Bonds pursuant to the Exchange Offer, you need not take any action.

* * *

Holders are advised to read carefully the Exchange Offer Supplement for the detailed terms of the Exchange Offer and information on the procedures for participating in the Exchange Offer.

The Exchange Offer will only be made available to Holders of Existing LIBOR Bonds who satisfy the conditions set forth in the Exchange Offer Supplement as determined by the Dealer Manager and Agent and the Federal Farm Credit Banks Funding Corporation.

TD Securities (USA) LLC is acting as the dealer manager and exchange agent in connection with the Exchange Offer (the "Dealer Manager and Exchange Agent"). The Exchange Offer, including the purchase of the Existing LIBOR Bonds and the sale of the New LIBOR Bonds, will be conducted through TD Securities (USA) LLC (the "Dealer Manager and Exchange Agent"), acting as agent, in accordance with the procedures described in the Exchange Offer Supplement.

Lucid Issuer Services Limited is acting as the Information Agent in connection with the Exchange Offer (the "Information Agent"). The Information Agent will assist the Dealer Manager and Exchange Agent in locating Holders of Existing LIBOR Bonds and will respond to questions regarding the availability of the Exchange Offer Materials.

Questions and requests for assistance in connection with the Exchange Offer (including the procedures for tendering Existing LIBOR Bonds) should be directed directly to the Dealer Manager and Exchange Agent at the address set forth below:

TD Securities (USA) LLC

[email protected]

Eileen Solla-Diaz
[email protected] 
914-980-5474

Jacob Klaus
[email protected]
929-371-6257

Mark Watkins
[email protected] 
212-827-2833

Questions and requests for assistance in connection with the Exchange Offer may also be directed to the Dealer Manager and Exchange Agent through Information Agent at the address set forth below:

Lucid Issuer Services Limited

Attention: Arlind Bytyqi
[email protected]
800-693-0284

The Exchange Offer Supplement, the Exchange Offer Materials, the Offering Circular, the Incorporated Information and all Term Sheets relating to the Existing LIBOR Bonds and the New LIBOR Bonds are available through the Funding Corporation's website and are available from the Dealer Manager and Exchange Agent.

* * *

Disclaimer. This announcement does not constitute an offer or an invitation by, or on behalf of, us or by, or on behalf of, the Dealer Manager and Exchange Agent to participate in the Exchange Offer in any jurisdiction in which it is unlawful to make such an offer or solicitation in such jurisdiction. The distribution of this announcement, the Exchange Offer Supplement or any other Exchange Offer Materials and the offer, sale and delivery of the New LIBOR Bonds in certain jurisdictions may be restricted by law, as set forth in the Offering Circular. Persons into whose possession this announcement and the Exchange Offer Supplement come are required by us and the Dealer Manager and Exchange Agent to inform themselves about and to observe

any such restrictions. This announcement and the Exchange Offer Supplement may not be used for or in connection with an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. Persons into whose possession this announcement or the Exchange Offer Supplement come must inform themselves about and observe any such restrictions. We are not making the Exchange Offer, including the offering of the New LIBOR Bonds, in any jurisdiction where such an offer is not permitted and neither this announcement nor the Exchange Offer Supplement constitute, nor may be used for or in connection with, an offer or solicitation of the purchase or exchange of any Existing LIBOR Bonds or sale or exchange of any New LIBOR Bonds in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or solicitation by anyone not authorized so to act.

We are not required to register the Existing LIBOR Bonds or the New LIBOR Bonds under the U.S. Securities Act of 1933, as amended. Accordingly, we have not filed a registration statement with the U.S. Securities and Exchange Commission with respect to the Existing LIBOR Bonds or the New LIBOR Bonds. The Existing LIBOR Bonds and the New LIBOR Bonds are "exempted securities" within the meaning of the U.S. Securities Exchange Act of 1934, as amended. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the Existing LIBOR Bonds or the New LIBOR Bonds. Any representation to the contrary is a criminal offense.

Forward-looking statements can be identified by words such as "anticipates," "believes," "could," "estimates," "may," "should," "will," or other variations of these terms that are intended to reference future periods. These statements are not guarantees of future performance and involve certain risks and uncertainties and actual results may differ from those in the forward- looking statements as a result of various factors. These risks and uncertainties include, but are not limited to:

• political, legal, regulatory, financial market and economic conditions and/or developments in the U.S. and abroad;
• actions taken by the Federal Reserve System in implementing monetary policy;
• actions taken by the UK Financial Conduct Authority in implementing LIBOR cessation policy;
• uncertainties and risks associated with the impact of the COVID-19 pandemic, including its impact on our business, results of operations and financial condition, including our various regulatory ratios such as capital and liquidity ratios;
• credit, interest rate and liquidity risk inherent in our lending activities; and
• the replacement of LIBOR and the implementation of Secured Overnight Financing Rate or other benchmark interest rates.

This announcement must be read in conjunction with the Exchange Offer Supplement Offering Circular, including the Offering Circular and the Incorporated Information, and the Term Sheets relating to the Existing LIBOR Bonds and the related New LIBOR Bonds.

RISK FACTORS

THE NEW LIBOR BONDS ARE INTENDED FOR PURCHASE ONLY BY INVESTORS CAPABLE OF UNDERSTANDING THE RISKS INVOLVED IN SUCH AN INVESTMENT. YOU SHOULD NOT TENDER THE EXISTING LIBOR BONDS OR PURCHASE ANY OF THE NEW LIBOR BONDS UNLESS YOU UNDERSTAND AND ARE ABLE TO BEAR THE PRICE, YIELD, MARKET, LIQUIDITY, STRUCTURE, AND OTHER RISKS ASSOCIATED WITH

SUCH NEW LIBOR BONDS. YOU SHOULD CONSULT YOUR OWN FINANCIAL AND LEGAL ADVISORS ABOUT THE RISKS ARISING FROM THE EXCHANGE OFFER AND AN INVESTMENT IN THE NEW LIBOR BONDS, THE APPROPRIATE TOOLS TO ANALYZE THAT OFFER AND INVESTMENT, AND THE SUITABILITY OF THAT OFFER AND INVESTMENT IN YOUR PARTICULAR CIRCUMSTANCES. SEE "RISK FACTORS RELATED TO THE EXCHANGE OFFER AND NEW LIBOR BONDS" AND "CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS RELATED TO THE EXCHANGE

OFFER" IN THE EXCHANGE OFFER SUPPLEMENT AND "RISK FACTORS" AND "CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS" IN THE OFFERING CIRCULAR AND IN THE INCORPORATED INFORMATION FOR A DISCUSSION OF CERTAIN RISKS AND TAX CONSIDERATIONS THAT SHOULD BE CONSIDERED IN CONNECTION WITH THE EXCHANGE OFFER AND AN INVESTMENT IN THE NEW LIBOR BONDS. NONE OF THE EXCHANGE OFFER, THE OFFERING CIRCULAR, THE INCORPORATED INFORMATION NOR A TERM SHEET RELATING TO THE NEW LIBOR BONDS DESCRIBES ALL OF THE RISKS IN CONNECTION WITH THE EXCHANGE OFFER OR ANY INVESTMENT IN THE NEW LIBOR BONDS. WE DISCLAIM ANY RESPONSIBILITY TO ADVISE INVESTORS OF THOSE RISKS AS THEY EXIST AT THE DATE OF THE EXCHANGE OFFER ANY RELATED OFFERING ANNOUNCEMENT OR TERM SHEET OR AS THEY MAY CHANGE FROM TIME TO TIME.

Farm Credit supports rural communities and agriculture with reliable, consistent credit and financial services through our four Banks and 68 affiliated Associations. Farm Credit has been fulfilling this mission for over a century by providing farmers with the capital they need to make their businesses successful and by financing vital infrastructure and communication services that rural communities need to create jobs and drive economic growth.

¹ The ARRC's recommended language for New Issuances of LIBOR Floating Rate Notes (April 25, 2019) is available on the ARRC's website at https://www.newyorkfed.org/medialibrary/Microsites/arrc/files/2019/FRN_Fallback_Language.pdf.

SOURCE Federal Farm Credit Banks Funding Corporation

Related Links

https://www.farmcreditfunding.com

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