🇺🇸 SECDEERE JOHN CAPITAL CORPDoubao · 实盘不做把握 9/10不做原因:无增量信息
北京时间·🕒 发布 04:52:40·⟳ 抓取 04:53:39 +59s·⚡ 决策 09-12 05:35:22 +41m43s·45.6 天前
约翰迪尔金融子公司John Deere Capital按S-3自动储架发行合计18亿美元优先票据，属例行融资备案
这是金融子公司在自动储架下的例行优先票据发行，8-K仅提交法律意见书（Item 9.01），无业绩、指引、重大合同、控制权或异常融资条款信息；发行主体无上市股票，18亿美元例行融资对母公司Deere股票不构成可交易的预期差，Web、KB或行情核查均不能将常规负债管理转化为方向性edge。
📄 原文DEERE JOHN CAPITAL CORP↗ 原文
----- jdcc-20260911x8k.htm ----- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 …
不做 Deere & Company（DE.US）
全资金融子公司JDCC按自动储架例行发行18亿美元高级票据（Item 9.01，仅律师意见附件），用于金融应收款融资，规模不重大、无定价异常或指引变化，对DE股票无增量方向性信息；发行主体本身无上市普通股，不构成可交易事件。
展开详情(成交明细 / 研究档案 / 原文全文 / 决策记录链)
研究档案
结论摘要
事实：JDCC依据已生效S-3自动储架发行18亿美元四档高级票据（2028-2031到期），8-K仅含Item 9.01与律师意见。影响链：JDCC是Deere的专属金融子公司，发债用于为农机/设备贷款及租赁组合提供资金，资产与负债同步扩张，不摊薄股权、无困境条款、无母公司担保变化；18亿美元对其数百亿美元级金融应收款及母公司约千亿美元市值占比很小，且文件无定价惊喜或指引信息。结论：属例行资本市场融资备案，无任何可交易证券上的增量信息，AVOID。
🔎 新鲜度:最早出现 2026-09-11 · 扩散 low · price-in 风险 low ↗
主要风险
- 若票据发行利率显著高于其二级市场曲线或伴随发债失败、评级负面行动，才可能反映融资压力，但本文件不含此类信息，需另行核实；当前不据此交易。
先例如何影响了这次决策
对本次决策的影响:不进入任何ENTER腿，支持AVOID；无需检索更多先例，因为事件性质（例行发债）本身决定无股权edge。
方向:专属金融公司在自动储架下的例行优先票据发行属常规负债端管理，历史上对母公司股票不形成系统性方向催化，故不构成可交易先例集。
涨幅量级:无高相似、可锚定首发时刻且以母公司股票为测量对象的对齐先例；此类融资通常不产生个股超额收益，不以其校准幅度。
形态:不适用；无事件驱动交易模式可评估见光死。
原文全文
展开原文 · 9,175 字
----- jdcc-20260911x8k.htm -----
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 (Date of earliest event reported):
September 11, 2026
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.)
P.O. Box 5328
Madison
,
Wisconsin
53705-0328
(Address of principal executive offices)
(Zip code)
(
800
)
438-7394
(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
Trading Symbol
Name of exchange on which registered
2.00% Senior Notes Due 2031
JDCC 31
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 September 11, 2026, of $400,000,000 aggregate principal amount of Floating Rate Senior Notes due September 11, 2028, $500,000,000 aggregate principal amount of 4.650% Fixed Rate Senior Notes due September 11, 2028, $400,000,000 aggregate principal amount of 4.800% Fixed Rate Senior Notes due September 11, 2029, and $500,000,000 aggregate principal amount of 5.050% Fixed Rate Senior Notes due September 11, 2031, pursuant to the Company’s automatic shelf registration statement on Form S-3 (No. 333-295908) (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 imbedded 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 hereunto duly authorized.
JOHN DEERE CAPITAL CORPORATION
By:
/s/ Julie M. O. Rosales
Julie M. O. Rosales
Secretary
Dated: September 11, 2026
3
----- jdcc-20260911xex5d1.htm -----
EX-5.1
2
jdcc-20260911xex5d1.htm
EX-5.1
333 West Wolf Point Plaza
Chicago, IL 60654
United States
+1 312 862 2000
www.kirkland.com
Facsimile:
+1 312 862 2200
Exhibit 5.1
September 11, 2026
John Deere Capital Corporation
P.O. Box 5328
Madison, Wisconsin 53705
Re:
Registration Statement on Form S-3
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special legal counsel to John Deere Capital Corporation, a Delaware corporation (the “Company”), in connection with the issuance and sale by the Company of $400,000,000 aggregate principal amount of Floating Rate Senior Notes due September 11, 2028 (the “Two-Year Floating Rate Notes”), $500,000,000 aggregate principal amount of 4.650% Fixed Rate Senior Notes due September 11, 2028 (the “Two-Year Fixed Rate Notes”), $400,000,000 aggregate principal amount of 4.800% Fixed Rate Senior Notes due September 11, 2029 (the “Three-Year Fixed Rate Notes”) and $500,000,000 aggregate principal amount of 5.050% Fixed Rate Senior Notes due September 11, 2031 (the “Five-Year Fixed Rate Notes” and, together with the Two-Year Floating Rate Notes, the Two-Year Fixed Rate Notes and the Three-Year Fixed Rate Notes, the “Notes”) under the Securities Act of 1933, as amended (the “Securities Act”).
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 bylaws of the Company, (ii) the Registration Statement on Form S-3 (No. 333-295908) filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 14, 2026 (the “Registration Statement”) to which this letter is an exhibit, and (iii) the indenture, dated as of March 15, 1997, between the Company and The Bank of New York Mellon (formerly known as The Bank of New York, successor trustee to The Chase Manhattan Bank), as trustee (the “Trustee”), as supplemented by the first supplemental indenture dated as of April 21, 2011 between the Company and the Trustee, the second supplemental indenture dated as of April 17, 2014 between the Company and Trustee and the third supplemental indenture dated as of April 7, 2017 between the Company and Trustee (the “Indenture”).
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 which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto
John Deere Capital Corporation
September 11, 2026
Page 2
other than the Company. 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.
Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that the Notes,
when issued and delivered against payment of the purchase price therefor, will be binding obligations of the Company.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K and to its incorporation into 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 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 Notes.
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 Company’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
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 (Date of earliest event reported):
September 11, 2026
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.)
P.O. Box 5328
Madison
,
Wisconsin
53705-0328
(Address of principal executive offices)
(Zip code)
(
800
)
438-7394
(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
Trading Symbol
Name of exchange on which registered
2.00% Senior Notes Due 2031
JDCC 31
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 September 11, 2026, of $400,000,000 aggregate principal amount of Floating Rate Senior Notes due September 11, 2028, $500,000,000 aggregate principal amount of 4.650% Fixed Rate Senior Notes due September 11, 2028, $400,000,000 aggregate principal amount of 4.800% Fixed Rate Senior Notes due September 11, 2029, and $500,000,000 aggregate principal amount of 5.050% Fixed Rate Senior Notes due September 11, 2031, pursuant to the Company’s automatic shelf registration statement on Form S-3 (No. 333-295908) (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 imbedded 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 hereunto duly authorized.
JOHN DEERE CAPITAL CORPORATION
By:
/s/ Julie M. O. Rosales
Julie M. O. Rosales
Secretary
Dated: September 11, 2026
3
----- jdcc-20260911xex5d1.htm -----
EX-5.1
2
jdcc-20260911xex5d1.htm
EX-5.1
333 West Wolf Point Plaza
Chicago, IL 60654
United States
+1 312 862 2000
www.kirkland.com
Facsimile:
+1 312 862 2200
Exhibit 5.1
September 11, 2026
John Deere Capital Corporation
P.O. Box 5328
Madison, Wisconsin 53705
Re:
Registration Statement on Form S-3
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special legal counsel to John Deere Capital Corporation, a Delaware corporation (the “Company”), in connection with the issuance and sale by the Company of $400,000,000 aggregate principal amount of Floating Rate Senior Notes due September 11, 2028 (the “Two-Year Floating Rate Notes”), $500,000,000 aggregate principal amount of 4.650% Fixed Rate Senior Notes due September 11, 2028 (the “Two-Year Fixed Rate Notes”), $400,000,000 aggregate principal amount of 4.800% Fixed Rate Senior Notes due September 11, 2029 (the “Three-Year Fixed Rate Notes”) and $500,000,000 aggregate principal amount of 5.050% Fixed Rate Senior Notes due September 11, 2031 (the “Five-Year Fixed Rate Notes” and, together with the Two-Year Floating Rate Notes, the Two-Year Fixed Rate Notes and the Three-Year Fixed Rate Notes, the “Notes”) under the Securities Act of 1933, as amended (the “Securities Act”).
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 bylaws of the Company, (ii) the Registration Statement on Form S-3 (No. 333-295908) filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 14, 2026 (the “Registration Statement”) to which this letter is an exhibit, and (iii) the indenture, dated as of March 15, 1997, between the Company and The Bank of New York Mellon (formerly known as The Bank of New York, successor trustee to The Chase Manhattan Bank), as trustee (the “Trustee”), as supplemented by the first supplemental indenture dated as of April 21, 2011 between the Company and the Trustee, the second supplemental indenture dated as of April 17, 2014 between the Company and Trustee and the third supplemental indenture dated as of April 7, 2017 between the Company and Trustee (the “Indenture”).
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 which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto
John Deere Capital Corporation
September 11, 2026
Page 2
other than the Company. 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.
Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that the Notes,
when issued and delivered against payment of the purchase price therefor, will be binding obligations of the Company.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K and to its incorporation into 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 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 Notes.
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 Company’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
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