Current Report Filing (8-k)
March 30 2020 - 11:30AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of report: March 25, 2020
(Date of earliest event reported)
DEERE & COMPANY
(Exact name of registrant as specified in
its charter)
Delaware
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1-4121
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36-2382580
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(State or Other
Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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One John Deere Place
Moline, Illinois 61265
(Address of principal executive offices
and zip code)
(309) 765-8000
(Registrant’s telephone number, including
area code)
___________________________________________________
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of Each Class
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Trading Symbols
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Name of exchange on which
registered
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Common Stock, $1 par value
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DE
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New York Stock Exchange
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8½ % Debentures Due 2022
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DE22
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New York Stock Exchange
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6.55% Debentures Due 2028
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DE28
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New York Stock Exchange
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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. ¨
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.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
Exhibit No.
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Document
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1.1
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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.
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4.1
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Form of 2.750% Note due April 15, 2025.
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4.2
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Form of 3.100% Note due April 15, 2030.
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4.3
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Form of 3.750% Note due April 15, 2050.
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5.1
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Opinion of Kirkland & Ellis LLP.
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23.1
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Consent of Kirkland & Ellis LLP (contained in Exhibit 5.1).
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104
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Cover Page Interactive Data File (the cover page XBRL tags are imbedded in the Inline XBRL document)
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Signature
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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DEERE & COMPANY
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Dated: March 30,
2020
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By:
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/s/ Todd E. Davies
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Name: Todd E. Davies
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Title: Corporate Secretary
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