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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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 July 10, 2026, Deere Funding Canada Corporation (the “Issuer”) agreed to sell $300,000,000 aggregate principal amount of 4.850% Notes due July 15, 2031 (the “Notes”). The Issuer is an indirect, wholly owned subsidiary of Deere & Company (the “Guarantor”). The Notes will be fully and unconditionally guaranteed (the “Guarantee” and, together with the Notes, the “Securities”) on a senior unsecured basis by the Guarantor. The Guarantee will be the Guarantor’s senior unsecured obligation and will rank equally in right of payment with all of the Guarantor’s other senior unsecured indebtedness from time to time outstanding. In connection with the issuance and the sale of the Securities, on July 10, 2026, the Issuer and the Guarantor entered into a terms agreement (the “Terms Agreement”) with Barclays Capital Inc., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., RBC Capital Markets, LLC and TD Securities (USA) LLC, as representatives of the underwriters named therein. Interest on the Notes is payable on January 15 and July 15 of each year, beginning on January 15, 2027. The Notes are unsecured and have the same rank as the Issuer’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 Securities were issued pursuant to an Indenture, dated as of June 15, 2020, among the Issuer, the Guarantor and The Bank of New York Mellon. The Issuer 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 July 10, 2026 (the “Final Prospectus Supplement”), as filed with the Securities and Exchange Commission (the “SEC”) on July 13, 2026. In addition, the Issuer or the Guarantor may redeem the Notes in whole, but not in part, at each one’s option, at a redemption price equal to 100% of the principal amount thereof plus unpaid interest accrued to, but excluding, the redemption date, in the event of certain developments affecting Canada or other applicable taxing jurisdictions.
The Securities were registered under the Securities Act of 1933, as amended, pursuant to the Issuer’s and Guarantor’s Registration Statement on Form S-3 (Registration Nos. 333-296865 and 333-296865-01), as filed with the SEC on June 17, 2026. The Issuer and the Guarantor have filed with the SEC a Preliminary Prospectus Supplement dated July 10, 2026, a Free Writing Prospectus dated July 10, 2026, and the Final Prospectus Supplement in connection with the public offering of the Securities.
The form of the Notes is filed as Exhibit 4.1 to this Current Report on Form 8-K. A copy of the opinion of Kirkland & Ellis LLP, counsel to the Issuer and the Guarantor, relating to the legality of the Notes, is filed as Exhibit 5.1 to this Current Report on Form 8-K. A copy of the opinion of Borden Ladner Gervais LLP, Canadian counsel to the Issuer, relating to the legality of the Notes, is filed as Exhibit 5.2 to this Current Report on Form 8-K. The Issuer and the Guarantor incorporate by reference the exhibits filed herewith into the Registration Statement pursuant to which the Securities are registered.
Item 9.01Financial Statements and Exhibits
(d) Exhibits
Number | Description of Exhibit |
1.1 | |
4.1 | |
5.1 | |
5.2 | |
23.1 | Consent of Kirkland & Ellis LLP (contained in Exhibit 5.1) |
23.2 | Consent of Borden Ladner Gervais LLP (contained in Exhibit 5.2) |
104 | Cover Page Interactive Data File (the cover page XBRL tags are imbedded in the Inline XBRL document) |
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DEERE & COMPANY | ||
Dated: July 15, 2026 | By: | /s/ Julie M. O. Rosales |
Julie M. O. Rosales | ||
Corporate Secretary | ||
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Exhibit 1.1
Execution Verison
DEERE FUNDING CANADA CORPORATION
4.850% Notes due 2031
TERMS AGREEMENT
Dated: July 10, 2026
Deere Funding Canada Corporation
295 Hunter Road
P.O. Box 1000
Grimsby, ON L3M 4H5
Deere & Company
One John Deere Place
Moline, Illinois 61265-8098
Ladies and Gentlemen:
We understand that Deere Funding Canada Corporation (the “Issuer”) proposes to issue and sell $300,000,000 aggregate principal amount of its 4.850% Notes due 2031 (the “Underwritten Securities”), fully and unconditionally guaranteed as to principal, premium, if any, interest and certain other amounts (the “Guarantee”) by Deere & Company (the “Parent Guarantor”). Subject to the terms and conditions set forth or incorporated by reference herein, the Issuer has agreed to sell to the underwriters named hereafter (the “Underwriters”), for whom Barclays Capital Inc., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities 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 Issuer, the principal amount of Underwritten Securities set forth hereafter opposite their respective names at the purchase price set forth hereafter.
Underwriter | Principal Amount of Underwritten Securities |
$48,000,000 | |
$48,000,000 | |
$48,000,000 | |
$48,000,000 | |
$48,000,000 | |
$12,000,000 | |
$12,000,000 | |
$12,000,000 | |
$12,000,000 | |
$12,000,000 | |
$300,000,000 | |
|
The Underwritten Securities shall have the following terms:
Title of Underwritten Securities: | 4.850% Notes due 2031 | |
Parent Guarantor: | Deere & Company | |
Currency: | U.S. dollars | |
Principal amount to be issued: | $300,000,000 | |
Ranking: | Senior unsecured | |
Interest Rate or formula: | 4.850% per annum | |
Interest Payment Date(s): | Each January 15 and July 15, commencing on January 15, 2027 | |
Record Dates: | The close of business on the 15th day preceding the particular Interest Payment Date | |
Payment of Additional Amounts: | Applicable | |
Stated Maturity Date: | July 15, 2031 | |
Redemption provisions: | Make-whole call based on U.S. Treasury + 0.100% (+10 basis points); if, however, the Underwritten Securities are redeemed on or after June 15, 2031, the redemption price will be equal to 100% of the principal amount of the Underwritten Securities to be redeemed, plus | |
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accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption. Tax call at a redemption price equal to 100% of the principal amount of the Underwritten Securities 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: | 99.939%, plus accrued interest, if any, from the Closing Date. | |
Purchase price: | 99.589% | |
Form: | Global Note through the facilities of The Depository Trust Company (in the United States) | |
Applicable Time: | 3:15 P.M. New York City time on July 10, 2026 | |
Closing Date and Location: | 10:00 A.M. New York City time on July 15, 2026 Sidley Austin LLP | |
General Disclosure Package: | (1) Prospectus dated June 17, 2026 | |
| (2) Preliminary Prospectus Supplement | |
| (3) Term Sheet dated July 10, 2026 attached to Schedule I hereto | |
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 Funding Canada Corporation – Guaranteed 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.
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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 each of the Issuer and the Parent Guarantor 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 either the Issuer or the Parent Guarantor, 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/ Ujal Santchurn______________________ |
CREDIT AGRICOLE SECURITIES (USA) INC.
By: | /s/ Nils Hansen________________________ |
By: | /s/ Ivan Hrazdira_______________________ |
DEUTSCHE BANK SECURITIES INC.
By: | /s/ Brendan Murphy_____________________ |
By: | /s/ Christopher Kulusic___________________ |
RBC CAPITAL MARKETS, LLC
By: | /s/ William Oberrender___________________ |
TD SECURITIES (USA) LLC
By: | /s/ Brian Bednarski______________________ |
On behalf of themselves and the other several Underwriters named above
[Signature Page to Terms Agreement]
Accepted:
DEERE FUNDING CANADA CORPORATION, as Issuer
By: | /s/ Jerry M. Steining___________ |
DEERE & COMPANY, as Parent Guarantor
By: | /s/ Jerry M. Steining___________ |
[Signature Page to Terms Agreement]
Schedule I
PERMITTED FREE WRITING PROSPECTUS
Term Sheet dated July 10, 2026
Filed Pursuant to Rule 433
Dated July 10, 2026
Registration Statement Nos. 333-296865 and 333-296865-01
Relating to Preliminary Prospectus Supplement
Dated July 10, 2026 to
Prospectus dated June 17, 2026
DEERE FUNDING CANADA CORPORATION
4.850% Notes due 2031
Fully and unconditionally guaranteed by Deere & Company
Term Sheet dated July 10, 2026
Issuer: | Deere Funding Canada Corporation |
Guarantor: | Deere & Company |
Trade Date: | July 10, 2026 |
Type of Offering: | SEC registered |
Settlement Date**: | July 15, 2026 (T+3) |
Security: | 4.850% Notes due 2031 (the “Notes”) |
Size: | $300,000,000 |
Stated Maturity Date: | July 15, 2031 |
Interest Payment Dates: | January 15 and July 15, commencing on January 15, 2027 |
Benchmark Treasury: | 4.125% UST due June 30, 2031 |
Benchmark Treasury Yield and Price: | 4.314%; 99-051/4 |
Yield to Maturity: | 4.864% |
Spread to Benchmark Treasury: | 55 basis points |
Coupon (Interest Rate): | 4.850% per year |
Price to Public: | 99.939% of principal amount, plus accrued interest, if any, from July 15, 2026 |
Sch. I - 1
Net Proceeds to the Issuer (before expenses): | $298,767,000 |
Optional Redemption: | Make-whole call based on U.S. Treasury + 0.100% (+10 basis points); if, however, the Notes are redeemed on or after June 15, 2031, 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. Tax call at a redemption price 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. |
CUSIP / ISIN: | 2442GAAB8 / US2442GAAB82 |
Joint Book-Running Managers: | Barclays Capital Inc. Credit Agricole Securities (USA) Inc. Deutsche Bank Securities Inc. RBC Capital Markets, LLC TD Securities (USA) LLC |
Co-Managers: | Academy Securities, Inc. ING Financial Markets LLC Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. Truist Securities, Inc. |
** 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 and the Guarantor have 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 make a decision to invest, you should read the preliminary prospectus supplement and the prospectus in that registration statement and other documents the Issuer and the Guarantor have filed with the SEC that are incorporated therein by reference for more complete information about the Issuer, the Guarantor and this offering. You may get these documents for free by visiting EDGAR on the SEC Website at www.sec.gov. Alternatively, the Issuer, the Guarantor, any underwriter or any dealer participating in the offering will arrange to send you the preliminary prospectus supplement and the prospectus if you request it by calling Barclays
Sch. I - 2
Capital Inc. toll-free at 1-888-603-5847, Credit Agricole Securities (USA) Inc. toll-free at 1-866-807-6030, Deutsche Bank Securities Inc. toll-free at 1-800-503-4611, 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 - 3
July 10, 2026
ANNEX A
DEERE FUNDING CANADA CORPORATION
(a corporation incorporated under the Business Corporations Act (Ontario))
Guaranteed Debt Securities
UNDERWRITING AGREEMENT BASIC PROVISIONS
Deere Funding Canada Corporation (the “Issuer”) proposes to issue and sell from time to time certain of its guaranteed senior debt securities (the “Securities”), on terms to be determined at the time of sale, fully and unconditionally guaranteed (the “Guarantee”) as to principal, premium, if any, interest and certain other amounts by Deere & Company, a Delaware corporation (the “Parent Guarantor”). The Securities and the Guarantee will be issued under an indenture dated as of June 15, 2020 (the “Indenture”) among the Issuer, the Parent Guarantor and The Bank of New York Mellon, as Trustee. Each issue of Securities 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 contemplates may be set forth in the Securities.
This is to confirm the arrangements with respect to the purchase of Underwritten Securities from the Issuer by the Representatives and the several Underwriters listed in the applicable terms agreement entered into among the Representatives, the Issuer and the Parent Guarantor of which this Underwriting Agreement Basic Provisions 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 Parent Guarantor and the Issuer have filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (No. 333-296865) in respect of certain of their securities, including, in the case of the Issuer, the Underwritten Securities and, in the case of the Parent Guarantor, the Guarantee, 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 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”).
Ann. A - 1
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 and the Guarantee 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 Parent Guarantor 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 Applicable Time; and all references 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 Applicable Time.
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Any certificate signed by any officer of the Parent Guarantor or the Issuer 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 Parent Guarantor or the Issuer, as the case may be, 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.
Ann. A - 8
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 Issuer, 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 Issuer (each such time and date being referred to as a “Closing Time”). Payment shall be made to the Issuer by wire transfer of immediately available funds to a bank account designated by the Issuer, 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 Issuer pursuant to delayed delivery contracts (“Delayed Delivery Contracts”) substantially in the form of Exhibit A hereto with such changes therein as the Issuer may approve. As compensation for arranging Delayed Delivery Contracts, the Issuer 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 Underwritten Securities for which 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 Issuer will enter into Delayed Delivery Contracts (for not less than the minimum principal amount of Underwritten Securities per Delayed Delivery Contract specified in the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Issuer as provided below, but not for an aggregate principal amount of Underwritten Securities 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 Issuer, at least three business days prior to Closing Time, the names of any institutional investors with which it is proposed that the Issuer will enter into Delayed Delivery Contracts and the principal amount of Underwritten Securities to be purchased by each of them, and the Issuer 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 Issuer and the principal amount of Underwritten Securities to be covered by each such Delayed Delivery Contract.
The principal amount of Underwritten Securities agreed to be purchased by the respective Underwriters pursuant to the Terms Agreement shall be reduced by the principal amount of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in a written notice delivered by the Representatives to the Issuer; provided, however, that the total principal amount of Underwritten Securities to be purchased by all Underwriters shall be the total amount of Underwritten Securities covered by the applicable Terms Agreement, less the principal amount of Underwritten Securities covered by Delayed Delivery Contracts.
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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 the Parent Guarantor and the Issuer 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.
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If this Agreement is terminated by the Representatives in accordance with the provisions of Section 4 or Section 9(i), the Parent Guarantor and the Issuer agree, jointly and severally, to 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.
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In no case shall the Parent Guarantor or the Issuer be liable under this indemnity agreement with respect to any claim made against any Underwriter or any such controlling person unless the Parent Guarantor or the Issuer 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 Parent Guarantor or the Issuer shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. Each of the Parent Guarantor and the Issuer 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 Parent Guarantor or the Issuer 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 Parent Guarantor or the Issuer 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 Parent Guarantor and/or the Issuer, on the one hand, and one or more Underwriters, on the other hand, and any such Underwriter shall have been advised by counsel chosen by it and satisfactory to the Parent Guarantor and/or the Issuer that there may be one or more legal defenses available to it which are different from or additional to those available to the Parent Guarantor and the Issuer, the Parent Guarantor and the Issuer 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 Parent Guarantor and the Issuer 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 than one separate firm of attorneys for all such Underwriters and controlling persons, which firm shall be designated in writing by the Representatives. Each of the Parent Guarantor and the Issuer 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 Parent Guarantor or the Issuer within
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the meaning of Section 15 of the 1933 Act, in connection with the sale of the Underwritten Securities.
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The obligations of the Parent Guarantor and the Issuer under this Section 7 shall be in addition to any liability which the Parent Guarantor or the Issuer 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 Parent Guarantor or the Issuer and to each person, if any, who controls the Parent Guarantor or the Issuer within the meaning of Section 15 of the 1933 Act.
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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 Parent Guarantor and the Issuer 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.
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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 parties acknowledges, accepts, and agrees that any BRRD Liability of a BRRD Party hereto
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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 - 21
“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 - 22
Ann. A - 23
EXHIBIT A
DEERE FUNDING CANADA CORPORATION
(a corporation incorporated under the Business Corporations Act (Ontario))
[Title of Securities]
DELAYED DELIVERY CONTRACT
, 20[•]
Deere Funding Canada Corporation
295 Hunter Road
P.O. Box 1000
Grimsby, ON L3M 4H5
Attention:
Dear Sirs:
The undersigned hereby agrees to purchase from Deere Funding Canada Corporation (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[•],] 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 FUNDING CANADA CORPORATION
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. 2442GAAB8
ISIN NO. US2442GAAB82
$[ ]
DEERE FUNDING CANADA CORPORATION
4.850% NOTE DUE 2031
Unless this certificate is presented by an authorized representative of The Depository Trust Company (570 Washington Boulevard, Jersey City, New Jersey) to the issuer or the guarantor, or their 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 FUNDING CANADA CORPORATION, an Ontario corporation (herein referred to as the “Issuer”, 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 July 15, 2031 (the “Maturity Date”), and to pay interest thereon from July 15, 2026, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on January 15 and July 15 in each year (each, an “Interest Payment Date”), commencing January 15, 2027, at 4.850% per annum until the principal hereof is paid or duly provided for.
Any payment of principal, premium, if any, 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 July 15, 2026, 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 or any date of earlier redemption will be made against presentation of this Note at the office or agency of the Issuer 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, premium, if any, and interest will be made by the Issuer in immediately available funds.
General. This Note is one of a duly authorized issue of securities (herein called the “Securities”) of the Issuer, issued and to be issued in one or more series under an indenture, dated as of June 15, 2020, as it may be supplemented from time to time (herein called the “Indenture”), among the Issuer, Deere & Company, a Delaware corporation (the “Guarantor”), 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
2
rights, limitations of rights, duties and immunities thereunder of the Issuer, the Guarantor, 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 “4.850% Notes due 2031” (collectively, the “Notes”).
The Notes are initially limited to $300,000,000 aggregate principal amount. The Notes will be fully and unconditionally guaranteed under a guarantee (the “Guarantee”) by the Guarantor of the payment of principal of, and premium, if any, and interest on, and “additional amounts” with respect to, the Notes when due, whether at maturity or otherwise. Under the terms of the full and unconditional Guarantee, holders of the Notes are not required to exercise their remedies against the Issuer before they proceed directly against the Guarantor. The Issuer 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, and the Guarantor will issue a Guarantee of such additional debt securities. No additional Notes may be issued if an Event of Default has occurred and is continuing.
Whenever there is mentioned in this Note, in any context, the payment of the principal of or any premium or interest on, or in respect of, the Notes (or any payments pursuant to the Guarantee hereof) such mention shall be deemed to include mention of the payment of Additional Amounts provided for in Section 1004 of the Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect hereof pursuant to the provisions of such Section and express mention of the payment of Additional Amounts in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made.
Optional Redemption. Prior to the Par Call Date, the Issuer 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 0.100% (10 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 Issuer 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.
3
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 Issuer 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 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 and the Guarantor will issue a Guarantee of such new 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 Issuer 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.
The Issuer 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 June 15, 2031 (the date that is one month prior to the Maturity Date).
“Treasury Rate” means, with respect to any redemption date, the yield determined by the Issuer in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Issuer 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
4
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 Issuer 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 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 Issuer 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 Issuer 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 Issuer 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 Issuer’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, and in certain circumstances shall automatically become, due and payable in the manner and with the effect provided in the Indenture.
Maturity. Except for the optional redemption described above and in Section 1108
5
of the Indenture, 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 Issuer and the Guarantor Absolute. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer or the Guarantor 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 Issuer or the Guarantor 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 Issuer or the Guarantor with certain provisions of the 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 Issuer or the Guarantor, 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 Issuer and the Guarantor on this Note and (b) certain restrictive covenants and the related defaults and Events of Default, upon compliance by the Issuer and the Guarantor 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 Issuer 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 Issuer 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 Issuer or the Guarantor within 60 days or an Event of Default under the Indenture has occurred and is
6
continuing with respect to the Notes, the Issuer or the Guarantor will issue Notes in certificated form in exchange for each global Security. In addition, subject to the procedures of the Depository, the Issuer or the Guarantor 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 Issuer or the Guarantor may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the Issuer or the Guarantor, the Trustee and any agent of the Issuer or the Guarantor 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 Issuer or the Guarantor, 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 and the Guarantee 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 Issuer has caused this instrument to be duly executed.
Dated: July 15, 2026
DEERE FUNDING CANADA CORPORATION, as Issuer
By:_____________________________
Jerry M. Steining
Assistant 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: July 15, 2026
THE BANK OF NEW YORK MELLON, as Trustee
By:_____________________________
Authorized Signatory
Signature Page to Global Note
DEERE & COMPANY
FULL AND UNCONDITIONAL GUARANTEE
For value received, Deere & Company, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Guarantor”, which term includes any successor Person under the Indenture (the “Indenture”) referred to in the Security on which the Guarantee is endorsed), has fully and unconditionally guaranteed, pursuant to the terms of the Guarantee contained in Article XVI of the Indenture, the due and punctual payment of the principal of and any premium and interest and Additional Amounts on such Security, when and as the same shall become due and payable, whether at the Stated Maturity, upon acceleration, call for redemption or otherwise, in accordance with the terms of such Security and the Indenture.
All payments pursuant to the Guarantee shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Canada or the jurisdiction of organization of any successor to Deere Funding Canada Corporation (the “Issuer”) or any political subdivision or taxing authority thereof or therein, unless such taxes, duties, assessments or governmental charges are required by Canada (or, in the case of a successor Person to the Issuer, of the jurisdiction in which such successor is organized) or any such subdivision or authority to be withheld or deducted. In that event, the Guarantor will pay such Additional Amounts as will result (after deduction of such taxes, duties, assessments or governmental charges and any additional taxes, duties, assessments or governmental charges payable in respect of such) in the payment to the Holder of the Security on which the Guarantee is endorsed of the amounts which would have been payable in respect of such Security had no such withholding or deduction been required, except that no Additional Amounts shall be so payable for or on account of:
| 1. | any tax, duty, assessment or other governmental charge imposed by the United States or any political subdivision or taxing authority thereof or therein; |
| 2. | any tax, duty, assessment or other governmental charge which would not have been imposed but for (A) the existence of any present or former connection between the Holder or beneficial owner of a Security or a third party on behalf of such Holder or beneficial owner by reason of its (or between a fiduciary, settlor, beneficiary member, shareholder or possessor of a power over such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership or corporation) having some present or former connection with Canada (or, in the case of a successor Person to the Issuer, of the jurisdiction in which such successor is organized) (including being or having been a citizen or resident of Canada (or such successor Person’s jurisdiction) or being or having been engaged in a trade or business or present therein or having or having had a permanent establishment therein, but not including the mere holding or ownership of such Security), or (B) the presentation of such Security thereof for payment more than 30 days after the date on which such payment became due or was provided for, whichever is later; |
| 3. | any tax, duty, assessment or other governmental charge which is payable otherwise than by withholding or deduction from payments of (or in respect of) principal of or any premium or interest on the Securities or the Guarantee(s) thereof; |
| 4. | any amount of any tax, duty, assessment or other charge required to be withheld by a paying agent from a payment on a guaranteed debt security, if such payment can be made without such withholding by any other paying agent; |
| 5. | any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Security with a request of the Issuer or the Guarantor addressed to the Holder (A) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge; |
| 6. | any withholding or deduction that is imposed on a payment to the Holder or beneficial owner of the Security that is required to be made pursuant to the laws of Canada (or a political subdivision thereof) in effect on the date the Security was originally issued by the Issuer; |
| 7. | any estate, inheritance, gift, sale, transfer, personal property or any similar tax, duty, assessment or other governmental charge; or |
| 8. | any combination of items (1), (2), (3), (4), (5), (6) and (7). |
Additionally, Additional Amounts shall not be paid with respect to any payment in respect of any Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of Canada (or any political subdivision or taxing authority thereof or therein) (or in the case of a successor Person to the Issuer of the jurisdiction in which such successor Person is organized or any political subdivision or taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of such Security.
The obligations of the Guarantor to the Holders of the Securities and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article XVI of the Indenture, and reference is hereby made to such Article and Indenture for the precise terms of the Guarantee.
The Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which the Guarantee is endorsed shall have been executed by the Trustee under the Indenture by the manual or electronic signature of one of its authorized signatories.
The Guarantee is unsecured and ranks pari passu with all other unsecured and unsubordinated indebtedness of the Guarantor.
Capitalized terms used herein and not otherwise defined herein have the meanings specified in the Indenture.
IN WITNESS WHEREOF, the Guarantor has caused the Guarantee to be duly executed.
Dated: July 15, 2026
DEERE & COMPANY
By: _____________________________
Name: Jerry M. Steining
Title: Assistant Treasurer
Attest: _____________________________
Name: Larry J. Gant
Title: Assistant Secretary
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| 333 West Wolf Point Plaza Chicago, IL 60654 United States +1 312 862 2000 www.kirkland.com | Facsimile: |
Exhibit 5.1
July 15, 2026
Deere & Company
Deere Funding Canada Corporation
One John Deere Place
Moline, Illinois 61265
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as legal counsel to Deere & Company, a Delaware corporation (the “Guarantor”), and Deere Funding Canada Corporation (the “Company”), in connection with the registration by the Company of $300,000,000 aggregate principal amount of 4.850% Notes due 2031 (the “Notes”), pursuant to the terms of the Terms Agreement, dated July 10, 2026 (the “Terms Agreement”), among the Company, the Guarantor and Barclays Capital Inc., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., RBC Capital Markets, LLC and TD Securities (USA) LLC, as representatives of the several underwriters named therein. The Notes and the Guarantee (as defined below) are being offered and sold under a Registration Statement on Form S-3 (Registration Nos. 333-296865 and 333-296865-01) filed by the Company and the Guarantor with the Securities and Exchange Commission (the “Commission”) on June 17, 2026 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 17, 2026 (the “Base Prospectus”), a preliminary prospectus supplement dated July 10, 2026 (the “Preliminary Prospectus Supplement”) and a final prospectus supplement dated July 10, 2026 (together with the Base Prospectus and the Preliminary Prospectus Supplement, the “Prospectus”). The indenture, dated June 15, 2020, among the Company, the Guarantor and The Bank of New York Mellon, as trustee (the “Indenture”), provides that the Notes are to be fully and unconditionally guaranteed as to principal, premium, if any, interest and certain other amounts (the “Guarantee” and, together with the Notes, the “Securities”) by the Guarantor.
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 Guarantor, (ii) the Registration Statement and the Prospectus, (iii) the Indenture, and (iv) copies of the Notes (including the Guarantee provided for therein).
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
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which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Guarantor and the due authorization, execution and delivery of all documents by the parties thereto other than the Guarantor. We have not independently established or verified any 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. We have also assumed that the Indenture and the Notes have been duly authorized, executed and delivered by the Company and the Notes have been duly established, in each case in accordance with the applicable laws, rules and regulations of the Province of Ontario, and the execution and delivery of the Indenture and the Notes and the performance by the Company of its obligations thereunder does not and will not result in any breach or violation of, or require any consent under, the laws, rules and regulations of the Province of Ontario. We note in that regard that you have received the opinion of Borden Ladner Gervais LLP, with respect to the Company and matters under the laws of the Province of Ontario. We are not licensed to practice in Ontario, and we have made no investigation of, and do not express or imply an opinion on, the laws of Ontario. We have also assumed that the execution and delivery of the Indenture and the Securities and the performance by the Company or the Guarantor 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 or the Guarantor is bound.
Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that (i) the Notes are binding obligations of the Company and (ii) the Guarantee has been duly authorized and is a binding obligation of the Guarantor.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Guarantor’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.
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 Securities.
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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 Guarantor’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
Exhibit 5.2
July 15, 2026
By E-Mail
Deere Funding Canada Corporation
295 Hunter Road
P.O. Box 1000
Grimsby, ON L3M 4H5
Dear Sirs and Mesdames:
Re: | Deere Funding Canada Corporation offering of U.S. $300,000,000 aggregate principal amount of 4.850% senior unsecured notes due 2031 guaranteed by Deere & Company |
We have acted as Canadian counsel to Deere Funding Canada Corporation (the “Company”) in connection with the offering by the Company of U.S. $300,000,000 aggregate principal amount of 4.850% senior unsecured notes due 2031 (the “Notes”) guaranteed by Deere & Company (the “Guarantor”) being issued pursuant to a prospectus supplement (the “Prospectus Supplement”) filed with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “U.S. Securities Act”), to the registration statement on Form S-3 (the “Registration Statement”) previously filed by the Company.
We have participated in the preparation of and examined executed copies of the following documents:
| (a) | the Registration Statement dated June 17, 2026 filed with the Commission; |
| (b) | the preliminary Prospectus Supplement dated July 10, 2026 filed with the Commission in connection with the offering of the Notes; |
| (c) | the final Prospectus Supplement dated July 10, 2026, filed with the Commission in connection with the offering of the Notes (the “Prospectus Supplement”); |
| (d) | the terms agreement dated July 10, 2026, among the Company, the Guarantor, and a syndicate of underwriters, represented by Barclays Capital Inc., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., RBC Capital Markets, LLC, and TD Securities (USA) LLC (the “Terms Agreement”); |
| (e) | an indenture providing for the issuance of certain debt securities dated June 15, 2020 between the Company, the Guarantor and The Bank of New York Mellon acting as trustee (the “Guaranteed Debt Indenture”); and |
| (f) | the form of the Notes (together with the Terms Agreement and the Guaranteed Debt Indenture, the “Documents”). |
For the purposes of this opinion, we have also examined and relied upon originals or copies of the following documents (collectively, the “Corporate Documents”):
| (a) | a certificate of status dated July 15, 2026 provided by governmental authorities of the Province of Ontario with respect to the Company (the “Certificate of Status”); |
| (b) | a certificate of a representative of the Company (the “Officer’s Certificate”); |
| (c) | the certificate and articles of incorporation of the Company attached to the Officer’s Certificate; |
| (d) | the by-laws of the Company attached to the Officer’s Certificate; and |
| (e) | the resolutions of the Company’s directors (the “Board Resolutions”) relating to the Documents attached to the Officer’s Certificate. |
We have relied upon the Corporate Documents as to the matters provided for in them, without independent investigation, for purposes of providing our opinions expressed below. In the case of our opinions in paragraph 1(a) (incorporation and existence), we have relied exclusively upon the Corporate Documents for purposes of providing such opinion. We have not conducted a review of the minute books of the Company. Duplicate copies of the Officer’s Certificate are delivered contemporaneously with this opinion.
In examining all documents and in providing our opinions below we have assumed that:
| (a) | all individuals had the requisite legal capacity; |
| (b) | all signatures are genuine; |
| (c) | all documents submitted to us as originals are complete and authentic and all photostatic, certified, telecopied, notarial or other copies conform to the originals; |
| (d) | all facts set forth in the official public records, certificates and documents supplied by public officials or otherwise conveyed to us by public officials are complete, true and accurate; |
| (e) | the Certificate of Status continues to be accurate as of the date of this opinion as if issued on such date; |
| (f) | the certificate of incorporation, is conclusive evidence that the Company is incorporated under the Business Corporations Act (Ontario); |
| (g) | all facts set forth in the certificates supplied by the respective officers and directors of the Company including, without limitation, the Officer’s Certificate are complete, true and accurate; |
| (h) | the Documents have been duly authorized, executed and delivered by each of the parties thereto, other than the Company, and are legal, valid and binding agreement |
| of the parties thereto, other than the Company, enforceable against each of them in accordance with their terms under the law of New York; |
| (i) | the terms used in the Documents have the same meanings under the laws of Ontario as they do under the laws of New York and would be interpreted and understood under the laws of the Ontario in the same way as they are interpreted and understood under the laws of New York; and |
| (j) | the Company is not and does not intend to be (i) a reporting issuer, as such term is defined in the Securities Act (Ontario), in any jurisdiction in Canada or (ii) an offering corporation as such terms is defined in the Business Corporations Act (Ontario). |
Our opinions below are expressed only with respect to the laws of the Province of Ontario (the “Jurisdiction”) and of the laws of Canada applicable in the Jurisdiction. Any reference to the laws of the Jurisdiction includes the laws of Canada that apply in the Jurisdiction.
Our opinion is expressed with respect to the laws of the Jurisdiction in effect on the date of this opinion. We have no responsibility or obligation to: (i) update this opinion, (ii) take into account or inform the addressees or any other person of any changes in law, facts or other developments subsequent to this date that do or may affect the opinions we express, or (iii) advise the addressee(s) or any other person of any other change in any matter addressed in this opinion. Nor do we have any responsibility or obligation to consider the applicability or correctness of this opinion to any person other than the addressee(s).
Based on the above, and subject to the qualifications below, we are of the opinion that:
| 1. | The Company (a) is a corporation incorporated and existing under the laws of the Province of Ontario, and (b) has the corporate power to enter into and perform its obligations under the Documents. |
| (a) | its certificate and articles of incorporation or by-laws; or |
| (b) | any law of general application in the Jurisdiction. |
| 4. | No authorization, consent or approval of, or filing, registration, qualification or recording with any governmental department, ministry or agency or other regulatory body having jurisdiction in the Jurisdiction is required under any law of general application in the |
| Jurisdiction in connection with the execution and delivery of the Documents or performance by the Company of its obligations under the Documents. |
| 7. | In any proceeding in a court of competent jurisdiction in the Province of Ontario (a “Court”) for the enforcement of the Documents, the Court would apply the law of New York in accordance with the parties’ choice of the law of New York in the Documents, to all issues that under the laws of the Province of Ontario and the federal laws of Canada applicable therein are to be determined in accordance with the chosen law of the contract, provided that: |
| (a) | the parties’ choice of New York is bona fide and legal and there is no reason for avoiding the choice of law on the grounds of public policy under laws of the Province of Ontario; and |
| (b) | in any such proceeding, and notwithstanding the parties’ choice of law, the Court: |
| (i) | will not take judicial notice of the provisions of the law of New York, but will apply such provisions if they are pleaded and proven to its satisfaction by expert testimony; |
| (ii) | will apply the laws of the Province of Ontario and the federal laws of Canada applicable therein (collectively, “Provincial law”) that under Provincial law would be characterized as procedural and will not apply any New York law that under Provincial law would be characterized as procedural; |
| (iii) | will apply provisions of Provincial law that have overriding effect; |
| (iv) | will not apply any New York law if such application would be characterized under Provincial law as a direct or indirect enforcement of a foreign revenue, expropriatory, penal or other public law or if its application would be contrary to public policy under Provincial law; and |
| (v) | will not enforce the performance of any obligation that is illegal under the laws of any jurisdiction in which the obligation is to be performed. |
| 8. | A Court would give a judgment based upon a final and conclusive in personam judgment of a court of competent jurisdiction in New York (a “New York Court”) for a sum certain, obtained with respect to a claim against the Company arising out of the Documents (a “New York Judgment”) without reconsideration of the merits provided that: |
| (a) | the New York Court has jurisdiction over the Company according to Provincial law (and submission in the Documents to the non-exclusive or exclusive jurisdiction of the New York Court is sufficient for that purpose); |
| (b) | an action to enforce the New York Judgment must be commenced in a Court within any applicable limitation period; |
| (c) | a Court has discretion to stay or decline to hear an action on the New York Judgment if such judgment is under appeal, or there is another subsisting judgment in any jurisdiction relating to the same cause of action; |
| (d) | a Court will render judgment only in Canadian dollars; and |
| (e) | an action in a Court on the New York Judgment may be affected by bankruptcy, insolvency or laws affecting the enforcement of creditors’ rights generally; |
further, a Court will not give such judgment if:
| (f) | the New York Judgment was obtained by fraud or in a manner contrary to the principles of natural justice; |
| (g) | the New York Judgment is for a claim which would be characterized as based on foreign revenue, expropriatory, or penal, or other public law under Provincial law; |
| (h) | the New York Judgment is contrary to public policy or to an order made by the Attorney General of Canada under the Foreign Extraterritorial Measures Act (Canada) or by the Competition Tribunal under the Competition Act (Canada) in respect of certain judgments referred to in such statutes; or |
| (i) | the New York Judgment has been satisfied or is void or voidable under New York law. |
| 9. | The submission by the Company to the non-exclusive jurisdiction of the courts of New York and the federal courts of the United States of America sitting in New York contained in Documents would be recognized and given effect by the courts of the Jurisdiction as a valid submission to the jurisdiction of such courts, provided that the provisions of the Documents respecting service of process on the Company are complied with. A judgment of a court of New York would not be contrary to natural justice by reason only that service of process in the proceedings before the court of New York was effected on the agent for service of process appointed by the Company pursuant to the Documents. |
| 10. | No stamp, registration, documentary or other similar tax, duty or fee is payable under the laws of the Jurisdiction in connection with the execution and delivery of the Documents. |
All of the opinions expressed above are subject to the following qualifications:
| (a) | the enforceability of the Documents may be limited by bankruptcy, winding-up, insolvency, arrangement, fraudulent preference and conveyance, assignment and preference, moratorium and other similar laws of general application affecting the enforcement of creditors’ rights; |
| (b) | a court may exercise discretion in the granting of equitable remedies such as specific performance and injunction; |
| (c) | the enforceability of the Documents may be limited by general principles of law and equity relating to the conduct of the applicable counterparties prior to execution of or in the administration or performance of the Documents, including, without limitation, (i) undue influence, unconscionability, duress, misrepresentation and deceit, (ii) estoppel and waiver, (iii) laches, and (iv) reasonableness and good faith in the exercise of discretionary powers; |
| (d) | the discretion that a court may reserve to itself to decline to hear an action if it is not the proper forum to hear the action or if concurrent proceedings are being brought elsewhere; |
| (e) | the Currency Act (Canada) precludes a court in Canada from giving judgment in any currency other than Canadian currency. In Ontario, the court’s judgment may be based on a rate of exchange determined in accordance with section 121 of the Courts of Justice Act (Ontario), which rate of exchange is usually a rate in existence on the business day immediately preceding the date of payment of the judgment. However, where an agreement contains a provision with respect to currency conversion it will be given effect by the courts in the province of Ontario and, therefore, the provision with respect to currency conversion in Documents will be given effect; |
| (f) | a court may decline to accept the factual and legal determinations of a party notwithstanding that a contract or instrument provides that the determinations of that party shall be conclusive; |
| (g) | we express no opinion as to the enforceability of any term providing for the severance of illegal or unenforceable provisions from the remaining provisions of an agreement; |
| (h) | we express no opinion as to the enforceability of any provision that states that modifications, amendments or waivers are not binding unless in writing; |
| (i) | we express no opinion as to the enforceability of any provision exculpating any party from liability in respect of acts or omissions that may be illegal, fraudulent or involve wilful misconduct or gross negligence; |
| (j) | any provision that provides for interest to be paid at a higher rate after than before default, that provides for a forfeiture of a deposit or any other property or that provides for a particular calculation of damages upon breach may not be enforceable if it is interpreted by a court to be a penalty or if the court determines that relief from forfeiture is appropriate; |
| (k) | we express no opinion as to the enforceability by or against a person who is not a party to the Documents of any provision in the Documents which purports to bind or affect or confer a benefit upon that person; |
| (l) | we express no opinion as to the enforceability of any provisions of the Guaranteed Debt Indenture which requires the Company to pay or indemnify the trustee for costs and expenses in connection with judicial proceedings since the recoverability of such costs and expenses are in the discretion of the court and the court has the discretion to determine by whom and to what extent these costs shall be paid; |
| (m) | we express no opinion as to the enforceability of any provision of a Document that is inconsistent with any provision of any other Document except, where that |
| inconsistency is addressed by a paramountcy clause, the paramountcy clause would be enforceable; |
| (n) | the enforceability of the Documents is subject to the limitations contained in the Limitations Act, 2002 (Ontario); and |
| (o) | we express no opinion as to compliance with the Personal Information Protection and Electronic Documents Act or any other privacy laws. |
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.2 to the Prospectus Supplement. We also consent to the reference to our firm under the heading “Legal Opinions” in the Prospectus Supplement. 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 U.S. Securities Act or the rules and regulations of the Commission.
This opinion is solely for the benefit of the addressees and not for the benefit of any other person. It is rendered solely in connection with the transaction to which it relates. It may not be quoted, in whole or in part, or otherwise referred to or used for any purpose without our prior written consent.
Yours truly,
/s/ Borden Ladner Gervais LLP