John Deere Owner Trust 2021 - FORM 8-K - March 4, 2021

Attached files

file filename
EX-99.4 - EX-99.4 - John Deere Owner Trust 2021d149441dex994.htm
EX-99.3 - EX-99.3 - John Deere Owner Trust 2021d149441dex993.htm
EX-99.2 - EX-99.2 - John Deere Owner Trust 2021d149441dex992.htm
EX-99.1 - EX-99.1 - John Deere Owner Trust 2021d149441dex991.htm
EX-36.1 - EX-36.1 - John Deere Owner Trust 2021d149441dex361.htm
EX-4.1 - EX-4.1 - John Deere Owner Trust 2021d149441dex41.htm
EX-1.1 - EX-1.1 - John Deere Owner Trust 2021d149441dex11.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) March 2, 2021

 

 

 

John Deere Owner Trust 2021
(Exact name of the Issuing Entity as specified in its charter)
(Central Index Key Number: 0001845709)

 

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   333-228964-04   363837230

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

c/o John Deere Capital Corporation

Suite 100

10587 Double R Boulevard

Reno, Nevada

   89521
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (775) 786-5527

(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 2021 (the “Trust”) of the asset-backed securities (the “Notes”) described in the Prospectus, dated March 2, 2021 (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 2, 2021 (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  2, 2021, among John Deere Receivables LLC, John Deere Capital Corporation and Citigroup Global Markets Inc., HSBC Securities (USA) Inc., RBC Capital Markets, LLC and TD Securities (USA) LLC, as representatives of the underwriters named therein.
4.1    Indenture between John Deere Owner Trust 2021 and U.S. Bank National Association, as indenture trustee, to be dated as of March 10, 2021.
36.1    Depositor Certification for shelf offerings of asset-backed securities.
99.1    Trust Agreement between John Deere Receivables LLC, as depositor, and Wells Fargo Delaware Trust Company, N.A., as owner trustee, to be dated as of March 9, 2021.
99.2    Sale and Servicing Agreement among John Deere Capital Corporation, as servicer, John Deere Receivables LLC, as seller, and John Deere Owner Trust 2021, as issuing entity, to be dated as of March  10, 2021.
99.3    Administration Agreement among John Deere Owner Trust 2021, as issuer, John Deere Capital Corporation, as administrator, and U.S. Bank National Association, as indenture trustee, to be dated as of March 10, 2021.
99.4    Asset Representations Review Agreement among John Deere Owner Trust 2021, 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 10, 2021.

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

Date: March 4, 2021