DE 8-K
Deere & Co (DE)
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
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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:
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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.
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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) |
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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 | ||
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DEERE & COMPANY
5.450% Notes due 2035
5.700% Notes due 2055
TERMS AGREEMENT
Dated: January 13, 2025
Deere & Company
One John Deere Place
Moline, Illinois 61265-8098
Ladies and Gentlemen:
We understand that Deere & Company (the “Company”) proposes to issue and sell $1,250,000,000 aggregate principal amount of its 5.450% Notes due 2035 (the “2035 Notes”) and $750,000,000 aggregate principal amount of its 5.700% Notes due 2055 (the “2055 Notes”, and together with the 2035 Notes, the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the Company has agreed to sell to the underwriters named hereafter (the “Underwriters”), for whom 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 are acting as the Representatives (in such capacity, the “Representatives”), and the Underwriters have agreed, severally and not jointly, to purchase from the Company, the respective principal amounts of 2035 Notes and 2055 Notes set forth hereafter opposite their respective names at the purchase prices set forth hereafter.
Underwriter | Principal Amount of 2035 Notes | Principal Amount of 2055 Notes | |
$101,625,000 | $60,975,000 | ||
$101,625,000 | $60,975,000 | ||
$101,625,000 | $60,975,000 | ||
$101,625,000 | $60,975,000 | ||
$101,625,000 | $60,975,000 | ||
$101,625,000 | $60,975,000 | ||
$101,625,000 | $60,975,000 | ||
$101,625,000 | $60,975,000 | ||
$62,500,000 | $37,500,000 | ||
$62,500,000 | $37,500,000 | ||
$62,500,000 | $37,500,000 | ||
$62,500,000 | $37,500,000 | ||
$11,000,000 | $6,600,000 | ||
$11,000,000 | $6,600,000 | ||
$11,000,000 | $6,600,000 | ||
$11,000,000 | $6,600,000 | ||
$11,000,000 | $6,600,000 | ||
$11,000,000 | $6,600,000 | ||
$11,000,000 | $6,600,000 | ||
$11,000,000 | $6,600,000 | ||
$11,000,000 | $6,600,000 | ||
$11,000,000 | $6,600,000 | ||
$11,000,000 | $6,600,000 | ||
$11,000,000 | $6,600,000 | ||
$11,000,000 | $6,600,000 | ||
$11,000,000 | $6,600,000 | ||
$11,000,000 | $6,600,000 | ||
$11,000,000 | $6,600,000 | ||
$11,000,000 | $6,600,000 | ||
$1,250,000,000 | $750,000,000 | ||
| | | |
The 2035 Notes shall have the following terms:
Title of 2035 Notes: | 5.450% Notes due 2035 |
Currency: | U.S. dollars |
Principal amount to be issued: | $1,250,000,000 |
Ranking: | Senior unsecured |
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Interest Rate or formula: | 5.450% per annum |
Interest Payment Date(s): | Each January 16 and July 16, commencing on July 16, 2025 |
Record Dates: | The close of business on the 15th day preceding the particular Interest Payment Date |
Payment of Additional Amounts: | Not applicable |
Stated Maturity Date: | January 16, 2035 |
Redemption provisions: | Make-whole call based on U.S. Treasury + 0.150% (+15 basis points); if, however, the Notes are redeemed on or after October 16, 2034, the redemption price will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption. |
Sinking fund requirements: | None |
Delayed Delivery Contracts: | Not authorized |
Initial public offering price: | 99.787%, plus accrued interest, if any, from January 16, 2025. |
Purchase price: | 99.312% |
Form: | Global Note through the facilities of The Depository Trust Company (in the United States) |
Applicable Time: | 3:45 P.M. New York City time on January 13, 2025 |
Closing Date and Location: | 10:00 A.M. New York City time on January 16, 2025 Sidley Austin LLP |
General Disclosure Package: | (1) Prospectus dated June 30, 2023 |
| (2) Preliminary Prospectus Supplement |
| (3) Term Sheet dated January 13, 2025 |
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Other Terms: | None |
The 2055 Notes shall have the following terms:
Title of 2055 Notes: | 5.700% Notes due 2055 |
Currency: | U.S. dollars |
Principal amount to be issued: | $750,000,000 |
Ranking: | Senior unsecured |
Interest Rate or formula: | 5.700% per annum |
Interest Payment Date(s): | Each January 19 and July 19, commencing on July 19, 2025 |
Record Dates: | The close of business on the 15th day preceding the particular Interest Payment Date |
Payment of Additional Amounts: | Not applicable |
Stated Maturity Date: | January 19, 2055 |
Redemption provisions: | Make-whole call based on U.S. Treasury + 0.150% (+15 basis points); if, however, the Notes are redeemed on or after July 19, 2054, the redemption price will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption. |
Sinking fund requirements: | None |
Delayed Delivery Contracts: | Not authorized |
Initial public offering price: | 99.416%, plus accrued interest, if any, from January 16, 2025. |
Purchase price: | 98.541% |
Form: | Global Note through the facilities of The Depository Trust Company (in the United States) |
Applicable Time: | 3:45 P.M. New York City time on January 13, 2025 |
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Closing Date and Location: | 10:00 A.M. New York City time on January 16, 2025 Sidley Austin LLP |
General Disclosure Package: | (1) Prospectus dated June 30, 2023 |
| (2) Preliminary Prospectus Supplement |
| (3) Term Sheet dated January 13, 2025 |
Other Terms: | None |
Attached to this Terms Agreement as a part of Schedule I is an “issuer free writing prospectus” included in the General Disclosure Package.
All of the provisions contained in the document attached as Annex A hereto entitled “Deere & Company – Debt Securities and Warrants to Purchase Debt Securities – Underwriting Agreement Basic Provisions” (the “Basic Provisions”) are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in the Basic Provisions are used herein as therein defined.
Covenants of the Underwriters
Each Underwriter, on behalf of itself and each of its affiliates that participates in the initial distribution of the Underwritten Securities, severally and not jointly, represents, covenants and agrees with the Company that it will not offer, sell, or deliver any of the Underwritten Securities, directly or indirectly, or distribute the Prospectus, or any other offering material relating to the Underwritten Securities, in or from any jurisdiction outside the United States except in or from or into jurisdictions as contemplated in the Prospectus and under circumstances that will, to the best knowledge and belief of such Underwriter, result in compliance with the applicable laws and regulations thereof and which will not impose any obligations on the Company, except as set forth in the Basic Provisions and this Terms Agreement.
Please accept this offer by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us.
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Very truly yours,
BARCLAYS CAPITAL INC.
By:/s/ Kenneth Chang
Name: Kenneth Chang
Title: MD
BOFA SECURITIES, INC.
By:/s/ Christopher Cote
Name: Christopher Cote
Title: Managing Director
CITIGROUP GLOBAL MARKETS INC.
By:/s/ Adam D. Bordner
Name: Adam D. Bordner
Title: Managing Director
HSBC SECURITIES (USA) INC.
By:/s/ Patrice Altongy
Name: Patrice Altongy
Title: Managing Director
J.P. MORGAN SECURITIES LLC
By:/s/ Robert Bottamedi
Name: Robert Bottamedi
Title: Executive Director
MUFG SECURITIES AMERICAS INC.
By:/s/ Richard Testa
Name: Richard Testa
Title: Managing Director
[Signature Page to Terms Agreement]
RBC CAPITAL MARKETS, LLC
By:/s/ Scott G. Primrose
Name: Scott G. Primrose
Title: Authorized Signatory
TD SECURITIES (USA) LLC
By:/s/ Chandni Joshi
Name: Chandni Joshi
Title: Director
On behalf of themselves and the other several Underwriters named above
[Signature Page to Terms Agreement]
Accepted:
DEERE & COMPANY
By:/s/ Stephen T. Hamborg
Name: Stephen T. Hamborg
Title: Vice President and Treasurer
[Signature Page to Terms Agreement]
Schedule I
PERMITTED FREE WRITING PROSPECTUS
Term Sheet dated January 13, 2025
Filed Pursuant to Rule 433
Dated January 13, 2025
Registration Statement No. 333-273045
Relating to Preliminary Prospectus Supplement
Dated January 13, 2025 to
Prospectus dated June 30, 2023
DEERE & COMPANY
5.450% Notes due 2035
5.700% Notes due 2055
Term Sheet dated January 13, 2025
Issuer: | Deere & Company |
Trade Date: | January 13, 2025 |
Type of Offering: | SEC registered |
Settlement Date**: | January 16, 2025 (T+3) |
Security: | 5.450% Notes due 2035 (the “2035 Notes”) 5.700% Notes due 2055 (the “2055 Notes”) |
Size: | 2035 Notes: $1,250,000,000 2055 Notes: $750,000,000 |
Stated Maturity Date: | 2035 Notes: January 16, 2035 2055 Notes: January 19, 2055 |
Interest Payment Dates: | 2035 Notes: January 16 and July 16, commencing on July 16, 2025 2055 Notes: January 19 and July 19, commencing on July 19, 2025 (long first coupon) |
Benchmark Treasury: | 2035 Notes: 4.250% UST due November 15, 2034 2055 Notes: 4.250% UST due August 15, 2054 |
Benchmark Treasury Yield and Price: | 2035 Notes: 4.798%; 95-23+ 2055 Notes: 4.991%; 88-19+ |
Yield to Maturity: | 2035 Notes: 5.478% 2055 Notes: 5.741% |
Spread to Benchmark Treasury: | 2035 Notes: 68 basis points 2055 Notes: 75 basis points |
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Coupon (Interest Rate): | 2035 Notes: 5.450% per year 2055 Notes: 5.700% per year |
Price to Public: | 2035 Notes: 99.787% of principal amount, plus accrued interest, if any, from January 16, 2025 2055 Notes: 99.416% of principal amount, plus accrued interest, if any, from January 16, 2025 |
Net Proceeds to the Issuer (before expenses): | 2035 Notes: $1,241,400,000 2055 Notes: $739,057,500 |
Optional Redemption: | 2035 Notes: Make-whole call based on U.S. Treasury + 0.150% (+15 basis points); if, however, the Notes are redeemed on or after October 16, 2034, the redemption price will be equal to 100% of the principal amount of the 2035 Notes to be redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption. 2055 Notes: Make-whole call based on U.S. Treasury + 0.150% (+15 basis points); if, however, the Notes are redeemed on or after July 19, 2054, the redemption price will be equal to 100% of the principal amount of the 2055 Notes to be redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption. |
CUSIP / ISIN: | 2035 Notes: 244199 BL8 / US244199BL82 2055 Notes: 244199 BM6 / US244199BM65 |
Sch. I - 2
Joint Book-Running Managers: | 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 TD Securities (USA) LLC |
Senior Co-Managers: | BNP Paribas Securities Corp. Credit Agricole Securities (USA) Inc. Deutsche Bank Securities Inc. Goldman Sachs & Co. LLC |
Co-Managers: | Academy Securities, Inc. BBVA Securities Inc. BNY Mellon Capital Markets, LLC Commerz Markets LLC ING Financial Markets LLC Lloyds Securities Inc. Loop Capital Markets LLC Nordea Bank Abp PNC Capital Markets LLC Santander US Capital Markets LLC Scotia Capital (USA) Inc. SG Americas Securities, LLC SMBC Nikko Securities America, Inc. Standard Chartered Bank Truist Securities, Inc. U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC |
** Pursuant to Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers of the notes who wish to trade the notes before the business day prior to the settlement date will be required, by virtue of the fact that the notes initially will settle in T+3, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement.
The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement and the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the
Sch. I - 3
offering will arrange to send you the preliminary prospectus supplement and the prospectus if you request it by calling Barclays Capital Inc. toll-free at 1-888-603-5847, BofA Securities, Inc. toll-free at 1-800-294-1322, Citigroup Global Markets Inc. toll-free at 1-800-831-9146, HSBC Securities (USA) Inc. toll-free at 1-866-811-8049, J.P. Morgan Securities LLC collect at 1-212-834-4533, MUFG Securities Americas Inc. toll-free at 1-877-649-6848, RBC Capital Markets, LLC toll-free at 1-866-375-6829 or TD Securities (USA) LLC toll-free at 1-855-495-9846.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.
Sch. I - 4
January 13, 2025
ANNEX A
DEERE & COMPANY
(a Delaware corporation)
Debt Securities and Warrants to Purchase Debt Securities
UNDERWRITING AGREEMENT BASIC PROVISIONS
Deere & Company (the “Company”) proposes to issue and sell from time to time certain of its senior debt securities (the “Senior Securities”) or its subordinated debt securities (the “Subordinated Securities”), or both, or Warrants (the “Debt Warrants”) to purchase Senior Securities or Subordinated Securities, or any combination thereof, on terms to be determined at the time of sale. The Senior Securities and Subordinated Securities will be issued under an indenture dated as of September 25, 2008 (the “Indenture”) between the Company and The Bank of New York Mellon, as Trustee. The Debt Warrants will be issued under one or more warrant agreements (the warrant agreement relating to any issue of Debt Warrants to be sold pursuant to this Agreement will be identified in the applicable Terms Agreement (as hereinafter defined) and is referred to herein as the “Warrant Agreement”) between the Company and the Warrant Agent identified in such Warrant Agreement (the “Warrant Agent”). Each issue of Senior Securities, Subordinated Securities and Debt Warrants may vary, as applicable, as to aggregate principal amount, maturity date, interest rate or formula and timing of payments thereof, redemption provisions, conversion provisions and sinking fund requirements, if any, and any other variable terms which the Indenture or the Warrant Agreement, as the case may be, contemplates may be set forth in the Senior Securities, the Subordinated Securities and the Debt Warrants as issued from time to time. The Senior Securities, the Subordinated Securities and the Debt Warrants may be offered either together or separately. As used herein, “Securities” shall mean Senior Securities, Subordinated Securities or Debt Warrants or any combination thereof; and “Warrant Securities” shall mean the Senior Securities or Subordinated Securities issuable upon exercise of the Debt Warrants.
This is to confirm the arrangements with respect to the purchase of Underwritten Securities from the Company by the Representatives and the several Underwriters listed in the applicable terms agreement entered into between the Representatives and the Company of which this Underwriting Agreement is Annex A thereto (the “Terms Agreement”). With respect to any particular Terms Agreement, the Terms Agreement, together with the provisions hereof incorporated therein by reference, is herein referred to as the “Agreement.” Terms defined in the Terms Agreement are used herein as therein defined.
The Company has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (No. 333-273045) in respect of its Senior Securities, Subordinated Securities and Debt Warrants, including the Underwritten Securities, and other warrants, certain of the Company’s equity securities, stock purchase contracts, stock purchase units and senior debt securities of John Deere Funding S.A. that are guaranteed by the Company, under the Securities Act of 1933, as amended (the “1933 Act”), and the offering thereof from time to time in accordance with Rule 415 of the rules and
Ann. A - 1
regulations of the Commission under the 1933 Act (the “1933 Act Regulations”). Such registration statement and any post-effective amendment thereto, each in the form heretofore delivered to you, became effective upon filing with the Commission pursuant to Rule 462 of the 1933 Act Regulations and no stop order suspending the effectiveness of such registration statement has been issued and no proceeding for that purpose or pursuant to Section 8A of the 1933 Act has been initiated or threatened by the Commission (if prepared, any preliminary prospectus supplement specifically relating to the Underwritten Securities immediately prior to the Applicable Time included in such registration statement or filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations being hereinafter called a “Preliminary Prospectus”). The Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the “1939 Act”).
The term “Registration Statement” means the registration statement at any given time, including the amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the documents otherwise deemed to be a part thereof or included therein by the 1933 Act Regulations, except that when no time is specified, the term “Registration Statement” means the registration statement as deemed revised pursuant to Rule 430B(f)(1) of the 1933 Act Regulations by virtue of the filing with the Commission of the Prospectus pursuant to Rule 424(b) of the 1933 Act Regulations; the term “Base Prospectus” means the prospectus on file with the Commission on the date of the applicable Terms Agreement; and the term “Prospectus” means the Base Prospectus together with the prospectus supplement specifically relating to the Underwritten Securities prepared in accordance with the provisions of Rule 430B and promptly filed after execution and delivery of the applicable Terms Agreement pursuant to Rule 430B or Rule 424(b) of the 1933 Act Regulations; any information included in such Prospectus that was omitted from the Registration Statement at the time it became effective but that is deemed to be a part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information;” and any reference herein to any Registration Statement, Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, as of the date of the applicable Terms Agreement; any reference to any amendment or supplement to any Preliminary Prospectus or Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual, quarterly or periodic report of the Company filed pursuant to Section 13(a) or 15(d) of the 1934 Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement.
All references in this Agreement to financial statements and schedules and other information which is “disclosed,” “contained,” “included,” “set forth” or “stated” (or other references of like import) in the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the 1933 Act Regulations to be a part of or included in the Registration Statement, or the Prospectus, as the case may be, prior to the offer and acceptance of the Underwritten Securities; and all references
Ann. A - 2
in this Agreement to amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to include the filing of any document under the 1934 Act, which is incorporated by reference in or otherwise deemed by the 1933 Act Regulations to be a part of or included in the Registration Statement, or the Prospectus, as the case may be, after the offer and acceptance of the Underwritten Securities.
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Any certificate signed by any officer of the Company and delivered to the Representatives or counsel for the Underwriters in connection with an offering of Underwritten Securities shall be deemed a representation and warranty by the Company, as to the matters covered thereby, to each Underwriter participating in such offering.
The several commitments of the Underwriters to purchase Underwritten Securities pursuant to the Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions herein set forth.
Payment of the purchase price for, and delivery of, any Underwritten Securities to be purchased by the Underwriters shall be made at the office of Sidley Austin llp, 787 Seventh Avenue, New York, New York 10019, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 AM, New York City time, on the third business day (unless postponed in accordance with the provisions of Section 10) following the date of the Terms Agreement or such other time as shall be agreed upon by the Representatives and the Company (each such time and date being referred to as a “Closing Time”). Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. Delivery of the Underwritten Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.
If authorized by the Terms Agreement, the Underwriters named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts (“Delayed Delivery Contracts”) substantially in the form of Exhibit A hereto with such changes therein as the Company may approve. As compensation for arranging Delayed Delivery Contracts, the Company will pay to the Representatives at Closing Time, for the accounts of the Underwriters, a fee equal to that percentage of the principal amount of Senior Securities or Subordinated Securities or based on the number of Debt Warrants, as the case may be, for which
Ann. A - 7
Delayed Delivery Contracts are made at Closing Time as is specified in the Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors of the types set forth in the Prospectus. At Closing Time, the Company will enter into Delayed Delivery Contracts (for not less than the minimum principal amount of Senior Securities or Subordinated Securities or number of Debt Warrants per Delayed Delivery Contract specified in the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount of Senior Securities or Subordinated Securities or number of Debt Warrants in excess of that specified in the Terms Agreement. The Underwriters will not have any responsibility for the validity or performance of Delayed Delivery Contracts.
The Representatives shall submit to the Company, at least three business days prior to Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the principal amount of Senior Securities or Subordinated Securities or number of Debt Warrants to be purchased by each of them, and the Company will advise the Representatives, at least two business days prior to Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the principal amount of Senior Securities or Subordinated Securities or number of Debt Warrants to be covered by each such Delayed Delivery Contract.
The principal amount of Senior Securities or Subordinated Securities or number of Debt Warrants agreed to be purchased by the respective Underwriters pursuant to the Terms Agreement shall be reduced by the principal amount of Senior Securities or Subordinated Securities or number of Debt Warrants, as the case may be, covered by Delayed Delivery Contracts, as to each Underwriter as set forth in a written notice delivered by the Representatives to the Company; provided, however, that the total principal amount of Senior Securities or Subordinated Securities or number of Debt Warrants to be purchased by all Underwriters shall be the total amount of Senior Securities or Subordinated Securities or number of Debt Warrants covered by the applicable Terms Agreement, less the principal amount of Senior Securities or Subordinated Securities or number of Debt Warrants, as the case may be, covered by Delayed Delivery Contracts.
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Such opinion shall also state that such counsel have not verified, and are not passing upon and do not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, other than those mentioned in (v) of subsection 4(c)(1) of this Section. Such counsel have, however, generally reviewed and discussed such statements with certain officers of the Company and its auditors. In the course of such review and discussion, no facts have come to the attention of such counsel that has caused such counsel to believe (i) that the Registration Statement or any amendment thereto (except for the financial statements and other financial data included therein or omitted therefrom and the Statement of Eligibility of the Trustee on Form T-1, as to which such counsel need not comment), at the Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) that the Prospectus or any amendment or supplement thereto (except for the financial statements and other financial data included therein or omitted therefrom, as to which such counsel need not comment), at the time the Prospectus was issued, at the time any such amended or supplemented Prospectus was issued or at the applicable Closing Time, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the General Disclosure Package, as of the Applicable Time or as of the applicable Closing Time, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Ann. A - 14
If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to
Ann. A - 15
the Company at any time at or prior to the applicable Closing Time, and such termination shall be without liability of any party to any other party except as provided in Section 5.
If this Agreement is terminated by the Representatives in accordance with the provisions of Section 4 or Section 9(i), the Company shall reimburse the Underwriters named in such Terms Agreement for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.
Ann. A - 16
In no case shall the Company be liable under this indemnity agreement with respect to any claim made against any Underwriter or any such controlling person unless the Company shall be notified in writing of the nature of the claim within a reasonable time after the assertion thereof, but failure so to notify the Company shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. The Company shall be entitled to participate at its own expense in the defense, or if it so elects within a reasonable time after receipt of such notice, to assume the defense for any suit brought to enforce any such claim, but if the Company elects to assume the defense, such defense shall be conducted by counsel chosen by it and satisfactory to the Underwriter or Underwriters or controlling person or persons, defendant or defendants in any suit so brought. In the event that the Company elects to assume the defense of any such suit and retains such counsel, the Underwriter or Underwriters or controlling person or persons, defendant or defendants in the suit shall bear the fees and expenses of any additional counsel thereafter retained by them. In the event that the parties to any such action (including impleaded parties) include both the Company and one or more Underwriters and any such Underwriter shall have been advised by counsel chosen by it and satisfactory to the Company that there may be one or more legal defenses available to it which are different from or additional to those available to the Company, the Company shall not have the right to assume the defense of such action on behalf of such Underwriter and will reimburse such Underwriter and any person controlling such Underwriter as aforesaid for the reasonable fees and expenses of any counsel retained by them, it being understood that the Company shall not, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more
Ann. A - 17
than one separate firm of attorneys for all such Underwriters and controlling persons, which firm shall be designated in writing by the Representatives. The Company agrees to notify the Representatives within a reasonable time of the assertion of any claim against it, any of its officers or directors or any person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act, in connection with the sale of the Underwritten Securities.
Ann. A - 18
The obligations of the Company under this Section 7 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act; and the obligations of the Underwriters under this Section 7 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer who signs the Registration Statement and each director of the Company and to each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act.
Ann. A - 19
As used in this Section only, the aggregate amount or aggregate principal amount of Defaulted Securities or of Underwritten Securities shall mean the aggregate principal amount of any Senior Securities or Subordinated Securities, or both, plus the public offering price of any Debt Warrants included in the relevant Underwritten Securities.
No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement and the Terms Agreement.
In the event of a default by any Underwriter or Underwriters as set forth in this Section, either the Representatives or the Company shall have the right to postpone the applicable Closing Time for a period not exceeding seven days in order that any required changes in the Registration Statement, General Disclosure Package or Prospectus or in any other documents or arrangements may be effected.
Ann. A - 20
In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
For purposes of the foregoing two paragraphs, “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b) or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between any of the parties hereto, each of the
Ann. A - 21
parties acknowledges, accepts, and agrees that any BRRD Liability of a BRRD Party hereto arising under this Agreement may be subject to the exercise of Statutory Loss Absorption Powers by the Relevant Resolution Authority and acknowledges, accepts, consents to and agrees to be bound by:
| (a) | the effect of the exercise of any Statutory Loss Absorption Powers by the Relevant Resolution Authority, which exercise (without limitation) may include and result in any of the following, or some combination thereof: |
| (i) | the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; |
| (ii) | the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of another person (and the issue to or conferral on it of such shares, securities or obligations); |
| (iii) | the cancellation of the BRRD Liability; or |
| (iv) | the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and |
| (b) | the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of any Statutory Loss Absorption Powers by the Relevant Resolution Authority. |
| (c) | For purposes of this Section 14, |
“Bail-in Legislation” means (a) in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time and (b) in relation to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
“BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, as amended or replaced from time to time.
“BRRD Liability” has the same meaning as in such laws, regulations, rules or requirements implementing the BRRD under the applicable Bail-in Legislation.
“BRRD Party” means any party hereto that is subject to Statutory Loss Absorption Powers.
Ann. A - 22
“EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time.
“Relevant Resolution Authority” means, in relation to any BRRD Party, the resolution authority with the ability to exercise any Statutory Loss Absorption Powers as defined in this Section 14.
“Statutory Loss Absorption Powers” means (a) in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, any write-down, conversion, transfer, modification, suspension or similar or related power existing from time to time under, and exercised in compliance with, any applicable laws, regulations, rules or requirements pursuant to the applicable Bail-in Legislation and (b) in relation to the United Kingdom, any powers of the Relevant Resolution Authority under the Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.
Ann. A - 23
EXHIBIT A
DEERE & COMPANY
(a Delaware corporation)
[Title of Securities]
DELAYED DELIVERY CONTRACT
, 20[•]
DEERE & COMPANY
One John Deere Place
Moline, Illinois 61265
Attention:
Dear Sirs:
The undersigned hereby agrees to purchase from Deere & Company (the “Company”), and the Company agrees to sell to the undersigned on, [•] 20[•] (the “Delivery Date”),
principal amount of the Company’s [insert title of security] (the “Securities”), offered by the Company’s Prospectus dated [•], 20[•], as supplemented by its Prospectus Supplement dated [•], 20[•], receipt of which is hereby acknowledged at a purchase price of [[•]% of the principal amount thereof, plus accrued interest from [•], 20[•],] [and $[•] per Warrant, respectively] to the Delivery Date, and on the further terms and conditions set forth in this contract.
Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the Company or its order by certified or official bank check in New York Clearing House funds at the office of [•], on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the Company not less than five full business days prior to the Delivery Date.
The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the Company, on or before [•], 20[•], shall have sold to the Underwriters of the Securities (the “Underwriters”) such principal amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated [•], 20[•] between the Company and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof; prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment.
Ex. A - 1
Promptly after completion of the sale to the Underwriters, the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinion of counsel for the Company delivered to the Underwriters in connection therewith.
By the execution hereof the undersigned represents and warrants to the Company that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the Company and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms.
This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other.
It is understood that the Company will not accept Delayed Delivery Contracts for an aggregate principal amount of Securities in excess of $[•] and that the acceptance of any Delayed Delivery Contract is in the Company’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such copy is so mailed or delivered.
This Agreement shall be governed by the laws of the State of New York.
Yours very truly,
By: | |
| (Name of Purchaser) |
| |
| |
| (Title) |
| |
| |
| |
| |
| (Address) |
Ex. A - 2
Accepted as of the date first above written.
DEERE & COMPANY
By: | |
| (Name) |
| |
| (Title) |
Ex. A - 3
PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING
The name and telephone number of the Representatives of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: (Please print.)
Name | Telephone No. (including Area Code) |
| |
| |
| |
| |
| |
Ex. A - 4
Exhibit 4.1
CUSIP NO. 244199 BL8
$[ ]
DEERE & COMPANY
5.450% NOTE DUE 2035
Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer or its agent for registration of transfer, exchange or payment, and such certificate issued is registered in the name of CEDE & CO., or such other name as requested by an authorized representative of the Depository, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the registered owner hereof, CEDE & CO., has an interest herein.
Unless and until this certificate is exchanged in whole or in part for Notes in certificated form, this certificate may not be transferred except as a whole by the Depository to a nominee thereof or by a nominee thereof to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor of the Depository or a nominee of such successor.
DEERE & COMPANY, a Delaware corporation (herein referred to as the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $[ ] on January 16, 2035 (the “Maturity Date”), and to pay interest thereon from January 16, 2025, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on January 16 and July 16 in each year (each, an “Interest Payment Date”), commencing July 16, 2025, at 5.450% per annum until the principal hereof is paid or duly provided for.
Any payment of principal or interest required to be made on a day that is not a Business Day need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such day and no interest shall accrue as a result of such delayed payment. Interest payable on each Interest Payment Date will include interest accrued from and including January 16, 2025, or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, to but excluding such Interest Payment Date.
The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person (the “Holder”) in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the 15th day (whether or not a Business Day) preceding such Interest Payment Date (a “Regular Record Date”). Any such interest not so punctually paid or duly provided for (“Defaulted Interest”) will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date (the “Special Record Date”) for the payment of such Defaulted Interest to be fixed by the Trustee (referred to herein), notice whereof shall be given to the Holder of this Note not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner, all as more fully provided in the Indenture.
For purposes of this Note, “Business Day” means any day that is not a Saturday or Sunday and that, in The City of New York, is not a day on which banking institutions are authorized or obligated by law or executive order to close.
Payment of the principal of this Note on the Maturity Date will be made against presentation of this Note at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. So long as this Note remains in book-entry form, all payments of principal and interest will be made by the Company in immediately available funds.
General. This Note is one of a duly authorized issue of securities (herein called the “Securities”) of the Company, issued and to be issued in one or more series under an indenture, dated as of September 25, 2008, as it may be supplemented from time to time (herein called the “Indenture”), between the Company and The Bank of New York Mellon, Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture with respect to a series of which this Note is a part), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and
2
immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Note is one of a duly authorized series of Securities designated as “5.450% Notes due 2035” (collectively, the “Notes”).
The Notes are initially limited to $1,250,000,000 aggregate principal amount. The Company may, without the consent of the Holder hereof, create and issue additional securities ranking pari passu with the Notes in all respects and so that such additional securities shall be consolidated and form a single series having the same terms as to status, redemption or otherwise as the Notes initially issued. No additional Notes may be issued if an Event of Default has occurred and is continuing.
Optional Redemption. Prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
| ● | (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, less (b) interest, if any, accrued and unpaid to, but excluding, the date of redemption; and |
| ● | 100% of the principal amount of the Notes to be redeemed, |
plus, in either case, accrued and unpaid interest, if any, on the principal amount of the Notes to be redeemed to, but excluding, such redemption date.
On or after the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on an Interest Payment Date falling on or prior to a redemption date will be payable on such Interest Payment Date to the Holders as of the close of business on the relevant record date.
Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 15 days but not more than 45 days before the redemption date to each holder of Notes to be redeemed. The notice of redemption will specify the items set forth in Section 1104 of the Indenture.
If the Company has given notice of redemption and has made funds available on the redemption date referred to in the notice for the redemption, the Notes called for redemption will cease to bear interest on the redemption date and the Holders from and after the redemption
3
date will be entitled to receive only the payment of the redemption price upon surrender of the Notes in accordance with the notice.
In the case of a partial redemption of the Notes, no Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note will state the portion of the principal amount of such Note to be redeemed. A new note in a principal amount equal to the unredeemed portion of such Note will be issued in the name of the Holder upon surrender for cancellation of the original Note. For so long as the Notes are held by The Depository Trust Company (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the depositary, which may be made on a pro rata pass-through distribution of principal basis, and any certificated Notes will be redeemed by lot.
Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption.
If the Company chooses to redeem less than all of the Notes, the Company will notify the Trustee at least five Business Days prior to giving notice of redemption, or a shorter period as may be satisfactory to the Trustee, of the aggregate principal amount of the Notes to be redeemed and their redemption date.
As used herein:
“Par Call Date” means October 16, 2034 (the date that is three months prior to the Maturity Date).
“Treasury Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) — H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities—Treasury constant maturities—Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields — one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life — and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15
4
closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
If on the third business day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
The Trustee shall have no duty to determine, or verify the calculation of, the redemption price, or of any component thereof, or for determining whether manifest error has occurred.
Events of Default. If an Event of Default with respect to the Notes shall have occurred and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.
Maturity. Except for the optional redemption described above, the Notes may not be redeemed prior to the Maturity Date. The Notes are not subject to the operation of any sinking fund.
Modification and Waivers; Obligations of the Company Absolute. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series. Such amendment may be effected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of all Securities issued under the Indenture at the time Outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all Outstanding Securities, to waive compliance by the Company with certain provisions of the
5
Indenture. Furthermore, provisions in the Indenture permit the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of individual series to waive on behalf of all of the Holders of Securities of such individual series certain past defaults under the Indenture and their consequences. Any such consent or waiver shall be conclusive and binding upon the Holder of this Note and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the times, place and rate and in the coin or currency herein prescribed.
Defeasance and Covenant Defeasance. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Note and (b) certain restrictive covenants and the related defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Note.
Registration of Transfer or Exchange. As provided in the Indenture and subject to certain limitations herein and therein set forth, the transfer of this Note is registrable in the Security Register upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
As provided in the Indenture and subject to certain limitations herein and therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes of different authorized denominations, as requested by the Holders surrendering the same.
This Note is a global Security. If the Depository is at any time unwilling, unable or ineligible to continue as depository and a successor depository is not appointed by the Company within 90 days or an Event of Default under the Indenture has occurred and is continuing with respect to the Notes, the Company will issue Notes in certificated form in exchange for each global Security. In addition, subject to the procedures of the Depository, the Company may at any time determine not to have the Notes represented by a global Security and, in such event, will issue Notes in certificated form in exchange in whole for the global Security representing the Notes. In any such instance, an owner of a beneficial interest in a global Security will be entitled to physical delivery in certificated form of Notes equal in principal amount to such beneficial interest and to have such Notes registered in its name. Notes so issued in certificated form will be issued in minimum denominations of $2,000 or any amount in excess thereof which is an integral multiple of $1,000 and will be issued in registered form only, without coupons.
No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
6
Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder as the owner hereof for all purposes (subject to Section 309 of the Indenture), whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
Defined Terms. All terms used in this Note which are defined in the Indenture and are not otherwise defined herein shall have the meanings assigned to them in the Indenture.
Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles of such state other than New York General Obligations Law Section 5-1401.
Notices. Notices to Holders of the Notes will be made by first class mail, postage prepaid, to the addresses that appear on the register maintained by the Security Registrar.
Unless the certificate of authentication hereon has been executed by the Trustee by manual or electronic signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
7
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
Dated: January 16, 2025
DEERE & COMPANY
By:________________________________
Stephen T. Hamborg
Vice President and Treasurer
Attest:________________________________
Edward R. Berk
Vice President, Associate General Counsel, and Corporate Secretary
Signature Page to Global Note
TRUSTEE’S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture
Dated: January 16, 2025
THE BANK OF NEW YORK MELLON, as Trustee
By:________________________________
Authorized Signatory
Signature Page to Global Note
Exhibit 4.2
CUSIP NO. 244199 BM6
$[ ]
DEERE & COMPANY
5.700% NOTE DUE 2055
Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer or its agent for registration of transfer, exchange or payment, and such certificate issued is registered in the name of CEDE & CO., or such other name as requested by an authorized representative of the Depository, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the registered owner hereof, CEDE & CO., has an interest herein.
Unless and until this certificate is exchanged in whole or in part for Notes in certificated form, this certificate may not be transferred except as a whole by the Depository to a nominee thereof or by a nominee thereof to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor of the Depository or a nominee of such successor.
DEERE & COMPANY, a Delaware corporation (herein referred to as the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $[ ] on January 19, 2055 (the “Maturity Date”), and to pay interest thereon from January 16, 2025, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on January 19 and July 19 in each year (each, an “Interest Payment Date”), commencing July 19, 2025, at 5.700% per annum until the principal hereof is paid or duly provided for.
Any payment of principal or interest required to be made on a day that is not a Business Day need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such day and no interest shall accrue as a result of such delayed payment. Interest payable on each Interest Payment Date will include interest accrued from and including January 16, 2025, or from and including the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, to but excluding such Interest Payment Date.
The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person (the “Holder”) in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the 15th day (whether or not a Business Day) preceding such Interest Payment Date (a “Regular Record Date”). Any such interest not so punctually paid or duly provided for (“Defaulted Interest”) will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a special record date (the “Special Record Date”) for the payment of such Defaulted Interest to be fixed by the Trustee (referred to herein), notice whereof shall be given to the Holder of this Note not less than ten days prior to such Special Record Date, or may be paid at any time in any other lawful manner, all as more fully provided in the Indenture.
For purposes of this Note, “Business Day” means any day that is not a Saturday or Sunday and that, in The City of New York, is not a day on which banking institutions are authorized or obligated by law or executive order to close.
Payment of the principal of this Note on the Maturity Date will be made against presentation of this Note at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. So long as this Note remains in book-entry form, all payments of principal and interest will be made by the Company in immediately available funds.
General. This Note is one of a duly authorized issue of securities (herein called the “Securities”) of the Company, issued and to be issued in one or more series under an indenture, dated as of September 25, 2008, as it may be supplemented from time to time (herein called the “Indenture”), between the Company and The Bank of New York Mellon, Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture with respect to a series of which this Note is a part), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and
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immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Note is one of a duly authorized series of Securities designated as “5.700% Notes due 2055” (collectively, the “Notes”).
The Notes are initially limited to $750,000,000 aggregate principal amount. The Company may, without the consent of the Holder hereof, create and issue additional securities ranking pari passu with the Notes in all respects and so that such additional securities shall be consolidated and form a single series having the same terms as to status, redemption or otherwise as the Notes initially issued. No additional Notes may be issued if an Event of Default has occurred and is continuing.
Optional Redemption. Prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
| ● | (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, less (b) interest, if any, accrued and unpaid to, but excluding, the date of redemption; and |
| ● | 100% of the principal amount of the Notes to be redeemed, |
plus, in either case, accrued and unpaid interest, if any, on the principal amount of the Notes to be redeemed to, but excluding, such redemption date.
On or after the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on an Interest Payment Date falling on or prior to a redemption date will be payable on such Interest Payment Date to the Holders as of the close of business on the relevant record date.
Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 15 days but not more than 45 days before the redemption date to each holder of Notes to be redeemed. The notice of redemption will specify the items set forth in Section 1104 of the Indenture.
If the Company has given notice of redemption and has made funds available on the redemption date referred to in the notice for the redemption, the Notes called for redemption will cease to bear interest on the redemption date and the Holders from and after the redemption
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date will be entitled to receive only the payment of the redemption price upon surrender of the Notes in accordance with the notice.
In the case of a partial redemption of the Notes, no Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note will state the portion of the principal amount of such Note to be redeemed. A new note in a principal amount equal to the unredeemed portion of such Note will be issued in the name of the Holder upon surrender for cancellation of the original Note. For so long as the Notes are held by The Depository Trust Company (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the depositary, which may be made on a pro rata pass-through distribution of principal basis, and any certificated Notes will be redeemed by lot.
Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption.
If the Company chooses to redeem less than all of the Notes, the Company will notify the Trustee at least five Business Days prior to giving notice of redemption, or a shorter period as may be satisfactory to the Trustee, of the aggregate principal amount of the Notes to be redeemed and their redemption date.
As used herein:
“Par Call Date” means July 19, 2054 (the date that is six months prior to the Maturity Date).
“Treasury Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) — H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities—Treasury constant maturities—Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields — one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life — and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15
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closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
If on the third business day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
The Trustee shall have no duty to determine, or verify the calculation of, the redemption price, or of any component thereof, or for determining whether manifest error has occurred.
Events of Default. If an Event of Default with respect to the Notes shall have occurred and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture.
Maturity. Except for the optional redemption described above, the Notes may not be redeemed prior to the Maturity Date. The Notes are not subject to the operation of any sinking fund.
Modification and Waivers; Obligations of the Company Absolute. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series. Such amendment may be effected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of all Securities issued under the Indenture at the time Outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all Outstanding Securities, to waive compliance by the Company with certain provisions of the
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Indenture. Furthermore, provisions in the Indenture permit the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of individual series to waive on behalf of all of the Holders of Securities of such individual series certain past defaults under the Indenture and their consequences. Any such consent or waiver shall be conclusive and binding upon the Holder of this Note and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the times, place and rate and in the coin or currency herein prescribed.
Defeasance and Covenant Defeasance. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Note and (b) certain restrictive covenants and the related defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Note.
Registration of Transfer or Exchange. As provided in the Indenture and subject to certain limitations herein and therein set forth, the transfer of this Note is registrable in the Security Register upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
As provided in the Indenture and subject to certain limitations herein and therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes of different authorized denominations, as requested by the Holders surrendering the same.
This Note is a global Security. If the Depository is at any time unwilling, unable or ineligible to continue as depository and a successor depository is not appointed by the Company within 90 days or an Event of Default under the Indenture has occurred and is continuing with respect to the Notes, the Company will issue Notes in certificated form in exchange for each global Security. In addition, subject to the procedures of the Depository, the Company may at any time determine not to have the Notes represented by a global Security and, in such event, will issue Notes in certificated form in exchange in whole for the global Security representing the Notes. In any such instance, an owner of a beneficial interest in a global Security will be entitled to physical delivery in certificated form of Notes equal in principal amount to such beneficial interest and to have such Notes registered in its name. Notes so issued in certificated form will be issued in minimum denominations of $2,000 or any amount in excess thereof which is an integral multiple of $1,000 and will be issued in registered form only, without coupons.
No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
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Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Holder as the owner hereof for all purposes (subject to Section 309 of the Indenture), whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
Defined Terms. All terms used in this Note which are defined in the Indenture and are not otherwise defined herein shall have the meanings assigned to them in the Indenture.
Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles of such state other than New York General Obligations Law Section 5-1401.
Notices. Notices to Holders of the Notes will be made by first class mail, postage prepaid, to the addresses that appear on the register maintained by the Security Registrar.
Unless the certificate of authentication hereon has been executed by the Trustee by manual or electronic signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
Dated: January 16, 2025
DEERE & COMPANY
By:________________________________
Stephen T. Hamborg
Vice President and Treasurer
Attest:________________________________
Edward R. Berk
Vice President, Associate General Counsel, and Corporate Secretary
Signature Page to Global Note
TRUSTEE’S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within- mentioned Indenture
Dated: January 16, 2025
THE BANK OF NEW YORK MELLON, as Trustee
By:________________________________
Authorized Signatory
Signature Page to Global Note
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Exhibit 5.1
January 16, 2025
Deere & Company
One John Deere Place
Moline, Illinois 61265
Re: Registration Statement on Form S-3ASR
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as legal counsel to Deere & Company, a Delaware corporation (the “Company”), in connection with the registration by the Company of $1,250,000,000 aggregate principal amount of 5.450% Notes due 2035 (the “2035 Notes”) and $750,000,000 aggregate principal amount of 5.700% Notes due 2055 (the “2055 Notes” and, collectively with the 2035 Notes, the “Notes”), pursuant to the terms of the Terms Agreement, dated January 13, 2025 (the “Terms Agreement”), among the Company and 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 several underwriters named therein. The Notes are being offered and sold under a Registration Statement on Form S-3ASR (No. 333-273045) filed by the Company with the Securities and Exchange Commission (the “Commission”) on June 30, 2023 under the Securities Act of 1933, as amended (the “Securities Act”) (such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement”), including a base prospectus dated June 30, 2023 (the “Base Prospectus”), a preliminary prospectus supplement dated January 13, 2025 (the “Preliminary Prospectus Supplement”) and a final prospectus supplement dated January 13, 2025 (together with the Base Prospectus and the Preliminary Prospectus Supplement, the “Prospectus”).
In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the certificate of incorporation and by-laws of the Company, (ii) the Registration Statement and the Prospectus, (iii) the indenture, dated September 25, 2008, between the Company and The Bank of New York Mellon, as trustee (the “Indenture”) and (iv) copies of the Notes.
For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. We have not independently established or verified any
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Deere & Company January 16, 2025 Page 2 | |
facts relevant to the opinion expressed herein but have relied upon statements and representations of officers and other representatives of the Company and others.
Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principals of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (iii) public policy considerations that may limit the rights of parties to obtain certain remedies.
Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that the Notes have been duly authorized and are binding obligations of the Company.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K and to its incorporation into the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Prospectus constituting part of the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.
We have also assumed that the execution and delivery of the Indenture and the Notes and the performance by the Company of its obligations thereunder do not and will not violate, conflict with or constitute a default under any agreement or instrument to which the Company is bound.
Our advice on every legal issue addressed in this letter is based exclusively on the internal law of the State of New York and the General Corporation Law of the State of Delaware. We do not find it necessary for purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “blue sky” laws of the various states to the sale of the Notes.
This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date hereof, and we assume no obligation to revise or supplement this opinion. This opinion is furnished to you in connection with the filing of the Company’s Current Report on Form 8-K, which is incorporated into the Registration Statement, and in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act, and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.
Sincerely,
/s/ Kirkland & Ellis LLP
KIRKLAND & ELLIS LLP