🇺🇸 SECDEERE JOHN CAPITAL CORPQwen · 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 06:27:15 +1h33m·45.6 天前
约翰迪尔资本（John Deere Capital）完成18亿美元四档高级票据发行，仅为融资子公司例行发债备案，无股权层面新增事实
正文与 Exhibit 5.1 全文已读完：这是一份只含 Item 9.01 的备案式 8-K，唯一实质内容是专属金融子公司按 2026 年 5 月已生效的 S-3 货架额度发行 18 亿美元高级票据并附法律意见书。融资主体无上市普通股，新券未挂牌；股权层面的母公司 Deere & Company（DE.US）属超大市值标的，此类滚动发债对其收入、指引和每股盈利无增量，且票息（4.65%–5.05%）与该期限高级债市场水平一致，不构成信用或融资成本异常信号。既无方向，也无可执行载体，Web/KB/行情检索不会改变「不做」的结论，故直接早停输出 AVOID。
📄 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）
本次事件为其全资专属金融子公司 John Deere Capital Corporation 按 2026-05-14 已生效的 S-3 货架额度发行 18 亿美元高级票据的例行备案，不含订单、销量、指引、并购或控制权变化；18 亿美元相对迪尔的体量与金融板块存量债务不具重大性，票息 4.65%–5.05% 与该期限高级债市场水平一致，无信用/融资成本异常信号。超大市值主标的遇软催化且无金额增量，无 edge，不做
不做 John Deere Capital Corporation 新发高级票据（2028浮动/2028固定4.650%/2029固定4.800%/2031固定5.050%）（N/A）
发行主体无上市普通股，本次新发四档票据为机构债且尚未挂牌，无可即时下单的交易载体；NYSE 唯一挂牌老券 JDCC 31（2.00% Senior Notes Due 2031）零售流动性极差，不适合作为本事件的交易腿
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：SEC EDGAR 一手 8-K（Item 9.01）显示 John Deere Capital Corporation 于 2026-09-11 发行合计 18 亿美元四档高级票据（2 年浮动、2 年 4.650%、3 年 4.800%、5 年 5.050%），依据 2026-05-14 已提交的自动货架注册声明，附件仅为 Kirkland & Ellis 法律意见书。影响链：发行主体是迪尔旗下专属金融子公司，发债即其日常资金来源，属既有额度内的常规滚动融资；不含订单、销量、指引、并购或控制权变化。价格/证据：JDCC 自身无普通股，NYSE 仅挂 2.00% 2031 老券；映射到母公司 Deere & Company（DE.US）时，18 亿美元相对其体量与既有债务规模不具重大性，票息亦无异常，属源备注所指「例行行政/融资备案通常不构成交易」。结论：无方向、无 materiality、无可执行交易载体，AVOID。
主要风险
- 若后续同一发行串出 Item 2.03 或含异常高票息/大规模超额发行的修订件，需重新评估迪尔金融的融资成本与母公司信用敞口，本次材料不含此类信息。
先例如何影响了这次决策
对本次决策的影响:先例检索未执行且不影响结论——本次 AVOID 的依据是「无 materiality + 无可执行交易载体」这一结构性事实，而非幅度估计；即使补齐先例也不会产生 ENTER 腿
方向:不适用：专属金融子公司按既有货架额度例行发债，历史上不产生可测的股权价格反应，不存在可用于定方向或胜率的样本
涨幅量级:不适用：无可对齐（aligned）的同市场、同相位先例，且本事件缺乏可测的股权标的，未用先例校准任何 tp/sl
形态:不适用：无事件日价格反应可言，谈不上见光死或高开低走
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
决策记录链 · 只追加
每次领取产生一条记录,重新决策追加一条并以 supersedes 指向被替代的记录(ADR 0014)。
这条决策早于决策账本(2026-10-08 起逐条追加),没有追加记录。