Order Code RS21919
Updated September 24, 2004
CRS Report for Congress
Received through the CRS Web
Farm Credit Services of America’s
Deal to Leave the Farm Credit System
Jim Monke
Analyst in Agricultural Policy
Resources, Science, and Industry Division
Summary
In an unprecedented move, an institution of the Farm Credit System (FCS or
System) — a government-sponsored enterprise (GSE) — has initiated procedures to
terminate its status in the System and be purchased by a private company. On July 30,
2004, the board of directors of Farm Credit Services of America (FCSA) accepted an
offer to be purchased by Rabobank for $600 million in borrower-owned stock, and a
projected $800 million “exit fee” payable to the Farm Credit System Insurance
Corporation. FCSA is the System lending association that serves farmers in Iowa,
Nebraska, South Dakota, and Wyoming. Rabobank is a private banking company from
the Netherlands with extensive lending experience in agriculture. The option to leave
the System is allowed by statute under the Farm Credit Act of 1971, as amended, but has
been exercised only once, and did not involve an outside purchaser.
The acquisition needs to be approved by the Farm Credit Administration, the
federal regulator of the Farm Credit System, and by the farmer-borrower shareholders
in the four-state region. If approved, the loans, facilities, and employees of FCSA would
become part of Rabobank. New charters would need to be issued to allow new or
existing FCS associations to begin lending in the four-state region. The approval
process could be completed as early as the spring of 2005. Although Congress has no
direct statutory role in the approval process, several members of Congress have stated
that they will seek congressional hearings on the purchase, and its implications for
System borrowers. This report will be updated as events warrant.
Background on the Farm Credit System
The Farm Credit System (FCS or System) is a national network of cooperatively
owned lending institutions that provide credit and other services to farmers and ranchers.
The FCS is a federally chartered institution, created in 1916 by Congress in the Federal
Farm Loan Act. It has a statutory mandate to serve agriculture as a permanent, reliable
source of credit. Current statutory authority is in the Farm Credit Act of 1971, as
amended. The most comprehensive recent changes were enacted in the Agricultural
Credit Act of 1987 (P.L. 100-233). Federal oversight by the House and Senate
Agriculture Committees in conjunction with regulations and examinations by the Farm
Congressional Research Service ˜ The Library of Congress

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Credit Administration (FCA) are designed to provide for the safety and soundness of
System institutions. As a government-sponsored enterprise (GSE), the System has been
given by Congress certain exemptions from taxation, and other benefits that presumably
allow it to overcome barriers that might prevent purely private lenders from serving
agriculture in the manner Congress envisioned. Unlike the housing GSEs, which are
secondary markets, the FCS is a direct lender.
The System is a composed of four regional Farm Credit Banks (FCBs) and one
Agricultural Credit Bank (ACB), each of which has chartered territory for serving farmers
nationwide.1 Funds from the sale of bonds flow through these five banks to 97 FCS
lending associations, the second-largest of which in terms of assets is Farm Credit
Services of America. FCS lending associations are cooperatives governed by directors
elected from the borrowers who are also cooperative stockholders. They lend to farmers
either directly or through their subsidiaries. For more information on the structure of the
Farm Credit System, see CRS Report RS21278, Farm Credit System.
The Ability to Leave the Farm Credit System
Section 416 of the Agricultural Credit Act of 1987 (P.L. 100-233) amended the Farm
Credit Act of 1971 to allow institutions to leave the Farm Credit System. These
provisions originated in the Senate bill and were adopted by the conference committee
(H.Rept. 100-490). The statute (12 U.S.C. 2279d) is implemented through detailed FCA
regulations (12 C.F.R. 611.1200-1290) that specify the types of information that must be
provided to FCA and the institution’s shareholders throughout the termination process.
By law, FCA must approve the plan before shareholders can vote to leave the System.
The main requirements of the termination procedure are as follows:
! Commencement Resolution. The association notifies FCA and
stockholders of the plan to terminate and its effect on stockholders.
! Plan of Termination. The association submits a detailed plan to FCA
including a proposed stockholder information statement, evidence of a
new charter to be granted if FCS status is revoked, and an estimate of the
exit fee. The exit fee is capital exceeding 6% of the association’s assets.
! FCA Approval or Disapproval. If FCA disapproves, it must explain.
One reason mentioned in the regulations is an “adverse effect on the
ability of remaining System institutions to fulfill their statutory purpose.”
! Stockholder vote. If FCA approves the plan, a majority of stockholders
in the association who vote must approve the plan.
! Reconsideration petition. If the plan is approved by stockholders, a
petition by 15% of stockholders may force a second and binding vote.
! Termination. If approved by stockholders, the association pays its debts
and deposits the exit fee in escrow. FCA revokes the charter.
! Post-termination. FCA determines the exact exit fee.
1 For a directory of institutions in the Farm Credit System, and a map of the five regional banks,
see the Farm Credit Administration website at [http://www.fca.gov/apps/instit.nsf].

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The timeline for the above steps is likely to take at least seven months. From the
date the resolution was submitted (July 30, 2004), the association needed to wait at least
30 days to submit the Plan of Termination to FCA. As of September 22, FCA had not yet
received the plan. Once submitted, FCA will have 60 days to review the plan. If FCA
approves, stockholders are given 30 days to review the information statement before
voting. If a majority approve, a 35-day period is allowed for the petition to re-vote.
Termination may occur no sooner than 90 days after the stockholders approve the plan.
FCSA’s resolution to leave the Farm Credit System is unprecedented in size and in
that it involves purchase by an outside company. Only once has a System institution used
the termination provisions. In 1991, the California Livestock Production Credit
Association ($14 million in loans) became Stockmans Bank. Congress approved that
termination in the 1990 farm bill and waived some fees (P.L. 101-624, Sec. 1838). It is
not clear whether Congress intended for a System institution to use the termination
provision to be purchased by an outside company.
Pending termination, FCA would issue new lending charters so that the Farm Credit
System could maintain a presence in the affected region, and thus national coverage.
The Offer
On July 30, 2004, the board of directors of Farm Credit Services of America (FCSA)
accepted an offer to be purchased by Rabobank for $600 million in borrower-owned
stock, and a projected $800 million “exit fee” payable to the Farm Credit System
Insurance Corporation.2
Under the current agreement, Rabobank would purchase all of the outstanding stock
of the 51,000 stockholders in FCSA, and distribute the $600 million based on each
stockholder’s outstanding loan balance over a specified period. The exit fee is a payment
required in statute by the Farm Credit Act. The exit fee serves to reimburse the System
for the capital accumulated due to the benefits of membership in the System, and is
defined as the excess of capital exceeding 6% of assets over a multiyear period. If the
Farm Credit Administration and the stockholders approve the deal, FCA has authority to
review the association’s accounting records and make adjustments as deemed necessary
in calculating the final exit fee. This prevents FCSA from manipulating its capital to
reduce the exit fee.
FCSA would give up the benefits of membership in the Farm Credit System,
including the tax exemption on its real estate loan portfolio and access to System funds.
Consequently, local and state governments could see greater tax revenues depending on
how future rural loan portfolios are distributed between FCS and Rabobank. Shareholders
might owe capital gains or income taxes on the stock payment, and FCSA may owe taxes
on the portion of the exit fee coming from its currently exempt real estate portfolio.
Background on FCSA. As the second-largest of the System’s 97 lending
associations, FCSA has 43 offices in the four-state region including Iowa, Nebraska,
2 Farm Credit Services of America, press release, July 30, 2004, [http://www.fcsamerica.com/
transaction.htm].

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South Dakota and Wyoming. In 2003, its $7.3 billion loan portfolio was distributed
geographically with 42% in Iowa, 39% in Nebraska, 16% in South Dakota, and 3% in
Wyoming.3 FCSA’s headquarters is in Omaha, Nebraska. Lending authorities in the
western Wyoming counties of Teton and Lincoln are shared with an Idaho association.
Within the Farm Credit System, FCSA is one of the 18 lending associations in the
AgriBank Farm Credit district. AgriBank is one of the five large regional banks in the
System. In March 2004, FCSA represented 6.3% of total combined System assets of
$120.5 billion, and 6.8% of total System capital of $19.4 billion. In terms of loans to
customers, FCSA held 8% of the System’s $91 billion loan portfolio, and about 25% of
the AgriBank district’s loan portfolio.4
Historically, FCSA’s four-state territory was the Omaha district, one of the twelve
original Farm Credit districts with many associations. In 1994, the Farm Credit Bank of
Omaha merged with the Farm Credit Bank of Spokane to become AgAmerica Farm
Credit Bank, and the Omaha district consolidated to become the current FCSA. On
January 1, 2003, AgAmerica dissolved into two parts, and Farm Credit Services of
America became part of the AgriBank district.
Background on Rabobank. Rabobank is a private Dutch banking cooperative
with a long history of agricultural lending in the Netherlands. Rabobank has $500 billion
in assets with operations in 35 countries. Rabobank has a 25-year history in the United
States, generally financing larger agribusinesses and cooperatives. In recent years,
Rabobank has moved into farm-level lending in the U.S. with the purchases of Valley
Independent Bank (California) in 2002, Lend Lease Agri-Business (St. Louis) for $45
million in 2003, and Ag Services of America (Cedar Falls, Iowa) for $47 million in 2003.
FCSA and Rabobank have said that all current loans held by the association will
continue, and that no staff reductions or office closures are anticipated.
Alternative Offer Within the System
Before the FCSA board accepted Rabobank’s offer, AgStar Financial Services, an
FCS association in Minnesota, made an undisclosed offer to merge with FCSA and keep
it in the System. FCSA rejected the offer. On August 18, 2004, AgStar submitted another
offer to purchase FCSA for $650 million, an amount $50 million above the Rabobank
offer. FCSA management was reported to be reviewing the offer.5
The AgStar offer is meant to be competitive with the Rabobank deal in terms of the
stockholder payment. But rather than a buyout, the AgStar offer would result in a merger
of two System institutions. The $650 million payment would be more of a patronage or
dividend distribution rather than a stock buyout, and shareholders would continue to be
3 Farm Credit Services of America, 2003 Annual Report, [http://www.fcsamerica.com/company/
AR99FCSA.pdf].
4 AgriBank, FCB, 2003 Annual Report, [http://www.agribank.com/Docs/03-Annual-bank.pdf].
5 See AgStar press release, “AgStar Announces Five-Point Proposal,” August 18, 2004,
[http://www.agstar.com/Default.aspx?pageid=268].

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owners in the merged association. AgStar has stated that it would continue making
patronage payments to FCSA shareholders, something that current FCSA management
has not done. No exit fee would be required with an AgStar merger. This would allow
$800 million in capital to remain in the association and be available to shareholders,
rather than being transferred to the nationwide Farm Credit Insurance Corporation.6
AgStar and FCSA are both in the AgriBank Farm Credit district. AgStar’s territory
is adjacent to FCSA, and includes the southern and eastern halves of Minnesota, and the
northwestern portion of Wisconsin. With 12,000 stockholders and $2.4 billion in loans,
AgStar is smaller than FCSA.
The Future of the Farm Credit System
Regional Implications. Pending termination of FCSA, the Farm Credit
Administration may issue new lending charters so that the Farm Credit System maintains
a presence in the affected region. Such charters could be issued to one or more existing
FCS associations in neighboring states, or to new associations created for all or part of the
four-state region.
If FCSA is purchased by Rabobank, the Farm Credit System likely will need to
rebuild a physical infrastructure of offices and hire new employees, because those assets
would go with FCSA to Rabobank. FCSA would also take its current portfolio of loans
and customers to Rabobank. Thus, even though issuing new charters would maintain a
System presence in the region, the magnitude of that presence could be significantly
smaller for some time, depending on employee and customer loyalties.
National Implications. Although the Rabobank offer directly affects only a small
portion of the System, the implications for the entire System’s mission could be much
greater. Whether or not FCSA ultimately is allowed to leave the System, the acceptance
of the Rabobank offer by the FCSA board has caused opponents of the System to further
question the rationale supporting the System’s existence.
When Congress passed the Federal Farm Loan Act in 1916, credit was frequently
unavailable or unaffordable in rural areas. Many lenders avoided agricultural loans due
to the inherent risks. Thus, Congress created the Farm Credit System and provided certain
financial benefits to assure a permanent, reliable source of credit to American agriculture.
For more than a decade, credit has been available to most farmers from a variety of
sources, including commercial banks, life insurance companies, farm input suppliers, the
U.S. Department of Agriculture (USDA), and the Farm Credit System. Furthermore, the
reliability of government commodity payment programs has given agricultural lenders
extra assurance that most farm borrowers will be able to repay their loans.
6 For more analysis, see “FCS of America’s Organizational Choices” by Peter Barry (University
of Illinois) [http://www.farmdoc.uiuc.edu/finance/publications/FCSA%20Rabobank%20Agstar%
20choices.pdf] and “Understanding the Proposed Sale of Farm Credit Services of America” by
Neil Harl, et al. (Iowa State University) [http://www.econ.iastate.edu/rabobankbuyout].

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These factors have caused some observers to question whether the same need exists
today for FCS as in the early part of the 20th century. Such critics of FCS say preferential
treatment is not warranted since agriculture no longer faces a credit constraint and other
industries do not receive such treatment.7
Thus, the decision by Farm Credit Services of America to voluntarily choose to
become private is being seen by some as an indicator that the System may no longer need
its government sponsorship. The American Bankers Association has asserted for many
years that the FCS no longer warrants its GSE status and is now citing this buyout offer
as further evidence for that position.8 Such commercial lenders are among the few groups
not expressing opposition to the sale, provided that taxpayer interests are adequately
addressed and the new entity is chartered appropriately.
The System counters arguments over its GSE status by asserting its statutory
mandate to serve agriculture through both good times and bad. The Farm Credit Council,
the System’s lobbying arm, is opposed to the Rabobank purchase, and contends that
farmer borrowers would be better served under the status quo or if FCSA were merged
into another System association such as AgStar.9 Most farm groups have expressed
concern over the proposed sale to a private, and foreign, company.
Issues for Congress
Congress is not required to take any action in the pending transaction, nor does it
have any direct statutory role in the approval process. However, some members of
Congress have taken an interest, especially given concerns by some farmers over the
future of the Farm Credit System generally and more specifically in the four-state region.
Some members’ offices in states outside the affected region have received constituent
mail about the future of their loans, and whether the rest of the System “is for sale.”
A hearing on the issue will be held by the House Agriculture Subcommittee on
Conservation, Credit, Rural Development, and Research on September 29, 2004. Also
Senators Daschle and Johnson of South Dakota have stated that both the Senate and FCA
should conduct public hearings on the implications of the proposed purchase, but no such
hearings have been scheduled.
In conclusion, the option for FCS institutions to terminate their status in the System
is allowed in statute and regulation. The process is now underway for a large association
serving a four-state region. Within the next several months, the Farm Credit
Administration will react to the proposal and, if it is approved, stockholders may vote.
Regardless of the outcome, the decision by a large FCS association to be bought by a
private firm may affect the agricultural industry’s view of the System into the future.
7 For example, see Bert Ely, “The Farm Credit System: Reinvented and Mission-Challenged,”
November 2002, at [http://www.aba.com/Industry+Issues/issues_ag_menu.htm].
8 See American Bankers Association, press release, July 30, 2004, at [http://www.aba.com/
Press+Room/073004statement.htm].
9 See Farm Credit Council, press release, July 30, 2004, at [http://www.fccouncil.com/press/
fcsofamerica.pdf].

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