UNITED STATES
SECURITIES AND EXCHANGE COMMISSIsON
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: January 10, 2022
(Date of earliest event reported)
JOHN DEERE CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-6458 | 36-2386361 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
10587 Double R Boulevard, Suite 100
Reno, Nevada 89521
(Address of principal executive offices) (Zip Code)
(775) 786-5527
(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 (see General Instruction A.2. below):
¨ 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 | Trading Symbols | Name of exchange on which registered | ||
| 2.75% Senior Notes Due 2022 | JDCC/22 | New York Stock Exchange | ||
| 2.00% Senior Notes Due 2031 | JDCC31 | New York Stock Exchange |
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 9.01 | Financial Statements and Exhibits. |
Exhibits are filed herewith in connection with the issuance by John Deere Capital Corporation (the “Company”), on January 10, 2022, of $500,000,000 aggregate principal amount of 0.900% Fixed Rate Senior Notes due January 10, 2024, $800,000,000 aggregate principal amount of 1.250% Fixed Rate Senior Notes due January 10, 2025 and $500,000,000 aggregate principal amount of 1.700% Fixed Rate Senior Notes due January 11, 2027 pursuant to the Company’s automatic shelf registration statement on Form S-3 (No. 333-237579) (the “Registration Statement”).
(d) Exhibits
The following exhibits are incorporated by reference into the Registration Statement as exhibits thereto and are filed as part of this Current Report:
| Exhibit | Description | |
|---|---|---|
| (5.1) | Opinion of Kirkland & Ellis LLP | |
| (23.1) | Consent of Kirkland & Ellis LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). |
2
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 hereto duly authorized.
| JOHN DEERE CAPITAL CORPORATION | |||
| By: | /s/ Paul Wilczynski | ||
| Paul Wilczynski | |||
| Assistant Secretary | |||
| Dated: January 10, 2022 | |||
3