Deere & Company filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM |
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report:
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices and zip code)
(
(Registrant’s telephone number, including area code)
___________________________________________________
(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:
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class | Trading symbol | Name of each exchange on which registered | ||
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 January 13, 2025, Deere & Company (the “Company”) agreed to sell $1,250,000,000 aggregate principal amount of 5.450% Notes due January 16, 2035 (the “2035 Notes”), and $750,000,000 aggregate principal amount of 5.700% Notes due January 19, 2055 (the “2055 Notes” and, together with the 2035 Notes, the “Notes”). In connection with the issuance and the sale of the Notes, on January 13, 2025, the Company entered into a terms agreement (the “Terms Agreement”) with Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC and TD Securities (USA) LLC, as representatives of the underwriters named therein. Interest on the 2035 Notes is payable on January 16 and July 16 of each year, beginning on July 16, 2025, and interest on the 2055 Notes is payable on January 19 and July 19 of each year, beginning on July 19, 2025 (long first coupon). The Notes are unsecured and have the same rank as the Company’s other unsecured and unsubordinated debt. The foregoing description of the Terms Agreement is qualified in its entirety by reference to the text of the Terms Agreement, a copy of which is filed herewith as Exhibit 1.1.
The Notes were issued pursuant to an Indenture, dated as of September 25, 2008, between the Company and The Bank of New York Mellon. The Company may redeem the Notes in whole or in part, upon at least 15 days’ notice but not more than 45 days’ notice, at any time prior to maturity at the applicable redemption price described in the Final Prospectus Supplement dated January 13, 2025 (the “Final Prospectus Supplement”), as filed with the Securities and Exchange Commission (the “SEC”) on January 15, 2025.
The Notes were registered under the Securities Act of 1933, as amended, pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-273045), as filed with the SEC on June 30, 2023. The Company has filed with the SEC a Preliminary Prospectus Supplement dated January 13, 2025, a Free Writing Prospectus dated January 13, 2025, and the Final Prospectus Supplement in connection with the public offering of the Notes.
The forms of the Notes are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K. A copy of the opinion of Kirkland & Ellis LLP, counsel to the Company, relating to the legality of the Notes is filed as Exhibit 5.1 to this Current Report on Form 8-K. The Company incorporates by reference the exhibits filed herewith into the Registration Statement pursuant to which the Notes are registered.
2
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
Number | Description of Exhibit |
1.1 | |
4.1 | |
4.2 | |
5.1 | |
23.1 | Consent of Kirkland & Ellis LLP (contained in Exhibit 5.1) |
104 | Cover Page Interactive Data File (the cover page XBRL tags are imbedded in the Inline XBRL document) |
3
Signature
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.
DEERE & COMPANY | ||
By: | /s/ Edward R. Berk | |
Edward R. Berk | ||
Corporate Secretary | ||
Dated: January 16, 2025 | ||
4