Item 8.01Other Events.
On January 13, 2025, Deere & Company (the “Company”) agreed to sell $1,250,000,000 aggregate principal amount of 5.450% Notes due January 16, 2035 (the “2035 Notes”), and $750,000,000 aggregate principal amount of 5.700% Notes due January 19, 2055 (the “2055 Notes” and, together with the 2035 Notes, the “Notes”). In connection with the issuance and the sale of the Notes, on January 13, 2025, the Company entered into a terms agreement (the “Terms Agreement”) with Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC and TD Securities (USA) LLC, as representatives of the underwriters named therein. Interest on the 2035 Notes is payable on January 16 and July 16 of each year, beginning on July 16, 2025, and interest on the 2055 Notes is payable on January 19 and July 19 of each year, beginning on July 19, 2025 (long first coupon). The Notes are unsecured and have the same rank as the Company’s other unsecured and unsubordinated debt. The foregoing description of the Terms Agreement is qualified in its entirety by reference to the text of the Terms Agreement, a copy of which is filed herewith as Exhibit 1.1.
The Notes were issued pursuant to an Indenture, dated as of September 25, 2008, between the Company and The Bank of New York Mellon. The Company may redeem the Notes in whole or in part, upon at least 15 days’ notice but not more than 45 days’ notice, at any time prior to maturity at the applicable redemption price described in the Final Prospectus Supplement dated January 13, 2025 (the “Final Prospectus Supplement”), as filed with the Securities and Exchange Commission (the “SEC”) on January 15, 2025.
The Notes were registered under the Securities Act of 1933, as amended, pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-273045), as filed with the SEC on June 30, 2023. The Company has filed with the SEC a Preliminary Prospectus Supplement dated January 13, 2025, a Free Writing Prospectus dated January 13, 2025, and the Final Prospectus Supplement in connection with the public offering of the Notes.
The forms of the Notes are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K. A copy of the opinion of Kirkland & Ellis LLP, counsel to the Company, relating to the legality of the Notes is filed as Exhibit 5.1 to this Current Report on Form 8-K. The Company incorporates by reference the exhibits filed herewith into the Registration Statement pursuant to which the Notes are registered.
