Item 8.01 Other Events.
On March 25, 2020, Deere & Company (the "Company") agreed to sell $700,000,000
aggregate principal amount of 2.750% Notes due April 15, 2025 (the "2025
Notes"), $700,000,000 aggregate principal amount of 3.100% Notes due April 15,
2030 (the "2030 Notes") and $850,000,000 aggregate principal amount of 3.750%
Notes due April 15, 2050 (the "2050 Notes", and together with the 2025 Notes and
the 2030 Notes, the "Notes"). In connection with the issuance and the sale of
the Notes, on March 25, 2020, the Company entered into a terms agreement (the
"Terms Agreement") with BofA Securities, Inc., Citigroup Global Markets Inc.,
Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, MUFG Securities Americas
Inc. and RBC Capital Markets, LLC, as representatives of the underwriters named
therein. Interest on the Notes is payable on April 15 and October 15 of each
year, beginning on October 15, 2020 (long first coupon). The Notes are unsecured
and have the same rank as the Company's other unsecured and unsubordinated debt.
The foregoing description of the Terms Agreement is qualified in its entirety by
reference to the text of the Terms Agreement, a copy of which is filed herewith
as Exhibit 1.1.
The Notes were issued pursuant to an Indenture dated as of September 25, 2008,
between the Company and The Bank of New York Mellon. The Company may redeem the
Notes in whole or in part, upon at least 15 days' notice but not more than 45
days' notice, at any time prior to maturity at the applicable redemption price
described in the Final Prospectus Supplement dated March 25, 2020 (the "Final
Prospectus Supplement"), as filed with the Securities and Exchange Commission
(the "SEC") on March 27, 2020.
The Notes were registered under the Securities Act of 1933, as amended, pursuant
to the Company's Registration Statement on Form S-3 (Registration
No. 333-218760), as filed with the SEC on June 15, 2017. The Company has filed
with the SEC a Preliminary Prospectus Supplement dated March 25, 2020, a Free
Writing Prospectus dated March 25, 2020, and the Final Prospectus Supplement in
connection with the public offering of the Notes.
The forms of the Notes are filed as Exhibits 4.1, 4.2 and 4.3 to this Current
Report on Form 8-K. A copy of the opinion of Kirkland & Ellis LLP, counsel to
the Company, relating to the legality of the Notes is filed as Exhibit 5.1 to
this Current Report on Form 8-K. The Company incorporates by reference the
exhibits filed herewith into the Registration Statement pursuant to which the
Notes are registered.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Document
1.1 Terms Agreement, dated March 25, 2020, among the Company, BofA
Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co.
LLC, J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and
RBC Capital Markets, LLC, as representatives of the underwriters
named therein.
4.1 Form of 2.750% Note due April 15, 2025.
4.2 Form of 3.100% Note due April 15, 2030.
4.3 Form of 3.750% Note due April 15, 2050.
5.1 Opinion of Kirkland & Ellis LLP.
23.1 Consent of Kirkland & Ellis LLP (contained in Exhibit 5.1).
104 Cover Page Interactive Data File (the cover page XBRL tags are
imbedded in the Inline XBRL document)
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