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John Deere Receivables LLC, et al. – ‘8-K’ for 3/11/24

On:  Wednesday, 3/13/24, at 2:55pm ET   ·   For:  3/11/24   ·   Accession #:  1558370-24-3102   ·   File #s:  333-228964, 333-264978-06

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/13/24  John Deere Receivables LLC        8-K:1,8,9   3/11/24    8:2.9M                                   Toppan Merrill Bridge/FA
          John Deere Owner Trust 2024

Asset-Backed Securities (ABS)

Asset Class:  Equipment loans   ·   Sponsor:  Deere John Capital Corp.   ·   Depositor:  John Deere Receivables LLC


Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     58K 
 2: EX-1.1      Underwriting Agreement or Conflict Minerals Report  HTML    337K 
 3: EX-4.1      Instrument Defining the Rights of Security Holders  HTML    939K 
 4: EX-36.1     Depositor Certification for a Shelf Offering        HTML     11K 
 5: EX-99.1     Miscellaneous Exhibit                               HTML    366K 
 6: EX-99.2     Miscellaneous Exhibit                               HTML    692K 
 7: EX-99.3     Miscellaneous Exhibit                               HTML     95K 
 8: EX-99.4     Miscellaneous Exhibit                               HTML    422K 


‘8-K’   —   Current Report


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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 (Date of earliest event reported) March 11, 2024

 

John Deere Owner Trust 2024

(Exact name of the Issuing Entity as specified in its charter)

(Central Index Key Number: 002013096)

John Deere Receivables LLC

(Exact name of the Depositor as specified in its charter)

(Central Index Key Number: 0001762590)

John Deere Capital Corporation

(Exact name of the Sponsor as specified in its charter)

(Central Index Key Number: 0000027673)

 

State of Delaware

 

333-264978-06

 

363837230

(State or other jurisdiction

of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

isconsin

c/o John Deere Capital Corporation

P.O. Box 5328

Madison, Wisconsin

 

53705-0328

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code (800) 438-7394

(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(s)

Name of each exchange on which registered

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 1.01 Entry into a Material Definitive Agreement.

In connection with the issuance by John Deere Owner Trust 2024 (the Trust) of the asset-backed securities (the Notes) described in the Prospectus, dated March 11, 2024 (the Prospectus), which was filed with the Securities and Exchange Commission pursuant to its Rule 424(b)(5) by John Deere Receivables LLC (the Registrant or the Depositor), the Depositor entered into an Underwriting Agreement on March 11, 2024 (the Underwriting Agreement) with the underwriters listed in Item 9.01(d) below. The Underwriting Agreement is described more fully in the Prospectus.

Item 8.01 Other Events.

In connection with the offering of the Notes, the chief executive officer of the Depositor has made the certifications required by Paragraph I.B.1(a) of Form SF-3. The certification is being filed as Exhibit 36.1 to this Current Report to satisfy the requirements of Item 601(b)(36) of Regulation S-K.

On or about the closing date for the issuance of the Notes stated in the Prospectus (the Closing Date), the Depositor and/or the Trust will enter into the other agreements listed in Item 9.01(d) below (such agreements, the Transaction Documents). The Transaction Documents are described more fully in the Prospectus. Substantially final versions of the Transaction Documents, the forms of which were filed as exhibits to the Registration Statement, are being filed on this Current Report to satisfy the requirements of Item 1100(f) of Regulation AB.

Item 9.01. Financial Statements and Exhibits.

 

(a)

Not applicable

 

(b)

Not applicable

 

(c)

Not applicable

 

(d)

Exhibits:

 

Exhibit No.

 

Description

1.1

 

Underwriting Agreement, dated as of March 11, 2024, among John Deere Receivables LLC, John Deere Capital Corporation and RBC Capital Markets, LLC, Citigroup Global Markets Inc., BofA Securities, Inc., MUFG Securities Americas Inc. and RBC Capital Markets, LLC, as representatives of the underwriters named therein.

4.1

 

Indenture between John Deere Owner Trust 2024 and U.S. Bank Trust Company, National Association, as indenture trustee, to be dated as of March 19, 2024.

36.1

 

Depositor Certification for shelf offerings of asset-backed securities.

99.1

 

Trust Agreement between John Deere Receivables LLC, as depositor, and Computershare Delaware Trust Company, as owner trustee, to be dated as of March 18, 2024.

99.2

 

Sale and Servicing Agreement among John Deere Capital Corporation, as servicer, John Deere Receivables LLC, as seller, and John Deere Owner Trust 2024, as issuing entity, to be dated as of March 19, 2024.

99.3

 

Administration Agreement among John Deere Owner Trust 2024, as issuer, John Deere Capital Corporation, as administrator, and U.S. Bank Trust Company, National Association, as indenture trustee, to be dated as of March 19, 2024.

99.4

 

Asset Representations Review Agreement among John Deere Owner Trust 2024, as issuing entity, John Deere Capital Corporation, as servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer, to be dated as of March 19, 2024.


SIGNATURES

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 RECEIVABLES LLC (Depositor)

By:   /s/ Larry J. Gant

Name: Larry J. Gant

Title: Assistant Secretary and
Assistant Treasurer

Date: March 11, 2024



Dates Referenced Herein   and   Documents Incorporated by Reference

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For Period end:3/11/24
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