Deere mpany : Prospectus JDOT - JDOT 2025
DE
Filed pursuant to Rule 424(b)(5) Registration Nos. 333-264978 and 333-264978-09
$754,747,000
John Deere Owner Trust 2025
Issuing Entity (CIK: 0002057185)
Aggregate Principal Amount
Class of Notes
$193,000,000
Class A-1
4.433% Asset Backed Notes
$100,000,000
Class A-2A
4.23% Asset Backed Notes
$171,000,000
Class A-2B
Floating Rate Asset Backed Notes
$231,000,000
Class A-3
4.23% Asset Backed Notes
$59,747,000
Class A-4
4.42% Asset Backed Notes
John Deere Receivables LLC, Seller and Depositor (CIK: 0001762590)
John Deere Capital Corporation, Sponsor and Servicer (CIK: 0000027673)
The notes represent obligations of the issuing entity only and do not represent obligations of or interests in John Deere Receivables LLC, John Deere Capital Corporation, Deere & Company or any of their affiliates.
The trust will own receivables consisting of agricultural and construction equipment retail installment sale and loan contracts secured by new and used agricultural and construction equipment, the security interests in the equipment financed thereby and the proceeds thereof.
Investing in the notes involves risks. See "Risk Factors" on page 10 of this prospectus.
Underwriting
Discounts and
Proceeds to
Interest Rate
Price
Commissions
Depositor
Final Payment Date
Class A-1 Notes
4.433%
100.00000%
0.100%
99.90000%
March 16, 2026
Class A-2A Notes
4.23%
99.99334%
0.180%
99.81334%
March 15, 2028
Class A-2B Notes
Benchmark + 0.29%(1)
100.00000%
0.180%
99.82000%
March 15, 2028
Class A-3 Notes
4.23%
99.99371%
0.250%
99.74371%
September 17, 2029
Class A-4 Notes
4.42%
99.98980%
0.400%
99.58980%
February 17, 2032
Total
$754,719,716
$1,497,288
$753,222,428
__________________________________
The trust will pay interest and principal on the notes on the 15th day of each month or, if the 15th day is not a business day, on the next business day. The first distribution date will be April 15, 2025.
The issuing entity will have a reserve account in an initial amount not less than 1.00% of the initial note value that will provide credit enhancement for the notes to the extent described in this prospectus. Additionally, the certificate is subordinated to the notes to the extent described in this prospectus.
Delivery of the notes in book entry form only will be made on or about March 11, 2025.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
MUFG
BofA Securities
Citigroup
RBC Capital Markets
SOCIETE GENERALE
TD Securities
The date of this prospectus is March 4, 2025
TABLE OF CONTENTS
SUMMARY OF TERMS
1
OFFERED SECURITIES
1
Issuing Entity
1
Seller and Depositor
1
Sponsor and Servicer
1
Sub-servicer
1
Indenture Trustee
2
Owner Trustee
2
Asset Representations Reviewer
2
Closing Date
2
Payment Dates
2
Interest Payments
2
Principal Payments
2
Final Payment Dates
3
Optional Redemption
3
Priority of Payments
3
Events of Default
3
Servicing Fee
4
Certificate
4
TRUST PROPERTY
4
Receivables
4
Repurchases of Receivables; Asset Representations Review
5
CREDIT ENHANCEMENT
5
Subordination of the Certificate
5
Reserve Account
5
TAX STATUS
6
ERISA CONSIDERATIONS
6
LEGAL INVESTMENT
6
CUSIP NUMBERS
6
CERTAIN INVESTMENT COMPANY ACT CONSIDERATIONS
6
RATING OF THE SECURITIES
6
SUMMARY OF THE FLOW OF FUNDS
7
SUMMARY OF RISK FACTORS
8
RISK FACTORS
10
THE TRUST
28
General
28
The Trust Property
29
Security Interest in the Receivables
30
Capitalization of the Trust
30
The Owner Trustee
30
THE DEPOSITOR, THE SPONSOR AND SERVICER
32
John Deere Receivables LLC
32
Deere & Company
32
John Deere Capital Corporation
33
Deere Credit Services, Inc.
36
Affiliations Among Transaction Parties
37
ASSET REPRESENTATIONS REVIEWER
38
THE RECEIVABLES POOL
39
Underwriting Criteria for Receivables
39
Origination
39
Asset Representations Review
43
Dispute Resolution
48
Selection Criteria for Receivables
50
JDCC's Historical Delinquencies; Repossessions and Net Losses
57
i
Static Pool Information
59
REPURCHASE HISTORY
60
MATURITY AND PREPAYMENT CONSIDERATIONS
60
General
60
Weighted Average Lives
60
CREDIT RISK RETENTION
64
POOL FACTORS AND TRADING INFORMATION
67
USE OF PROCEEDS
67
DESCRIPTION OF THE NOTES
68
General
68
Payments of Interest
68
Payments of Principal
72
Optional Redemption
73
The Indenture
73
Book-Entry, Delivery and Form
77
Global Clearance and Settlement Procedures
79
Definitive Notes
79
Reports to Noteholders
80
Investor Communications
82
The Indenture Trustee
82
DESCRIPTION OF THE TRANSFER AND SERVICING AGREEMENTS
84
Sale and Assignment of Receivables
85
Accounts
85
Servicing Compensation
87
Servicing of Defaulted Receivables
88
Distributions
88
Fee and Expense Table
91
Credit and Cash Flow Enhancement
94
No Advances
94
Servicing Procedures
95
Payments on Receivables
95
Net Deposits
95
Statements to Indenture Trustee and Trust
95
Evidence as to Compliance
95
Certain Matters Regarding the Servicer
96
Servicer Default
97
Rights upon Servicer Default
97
Waiver of Past Defaults
98
Amendment
98
Payment of Notes
99
Termination
99
Administration Agreement
99
CERTAIN LEGAL ASPECTS OF THE RECEIVABLES
99
Security Interest in Equipment
99
Security Interest in Chattel Paper
101
Repossession
102
Notice of Sale; Redemption Rights
102
Deficiency Judgments and Excess Proceeds
102
Bankruptcy Limitations
103
Consumer Protection Laws
103
Dodd-Frank Act Orderly Liquidation Authority Provisions
103
RELATED TRANSACTIONS
104
LEGAL PROCEEDINGS
104
U.S. FEDERAL INCOME TAX CONSIDERATIONS
105
Tax Classification of the Trust
105
Tax Considerations for Noteholders
106
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Foreign Account Tax Compliance
109
CERTAIN IOWA TAX CONSIDERATIONS
110
Notes
110
The Trust
110
ERISA CONSIDERATIONS
111
UNDERWRITING
112
European Economic Area: Notice to Investors
114
European Economic Area: Selling Restrictions
114
United Kingdom: Notice to Investors
114
United Kingdom: Selling Restrictions
115
EU SECURITISATION RULES AND UK SECURITISATION RULES
115
WHERE YOU CAN FIND MORE INFORMATION
117
CERTAIN INVESTMENT COMPANY ACT CONSIDERATIONS
118
LEGAL OPINIONS
118
INDEX OF TERMS
119
APPENDIX A - STATIC POOL INFORMATION
122
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You should rely only on the information contained in this document or on information to which we have referred you. We have not authorized anyone to provide you with different or additional information. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.
Content of Prospectus
This prospectus only relates to the notes. The certificate is not offered under this document.
We include cross-references in this prospectus to captions in this document where you can find further related discussions. The table of contents beginning on page i of this prospectus provides the pages on which these captions are located.
This prospectus provides information regarding the pool of receivables to be held by the issuing entity and the terms of the notes.
You can find a listing of the pages where capitalized terms used in this prospectus are defined under the caption "Index of Terms" beginning on page 119 in this prospectus.
In this prospectus, "we" refers to John Deere Receivables LLC.
Dealer Prospectus Delivery Obligation
Until June 2, 2025, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to its unsold allotments or subscriptions. Such delivery obligations may be satisfied by filing the prospectus with the Securities and Exchange Commission (the "SEC").
If you have received an electronic prospectus from an underwriter within the period during which there is an obligation to deliver a prospectus, the depositor or the underwriter will promptly deliver, or cause to be delivered, without charge, to you a paper copy of the prospectus upon receipt of a request by you or your representative.
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SUMMARY OF TERMS
The following summary is a short description of the main terms of the notes. To fully understand the offering of the offered notes (as defined below), you will need to read this prospectus in its entirety. You will find a detailed description of the terms of the notes following this summary.
OFFERED SECURITIES
Class
Aggregate
of
Principal
Notes
Amount
Interest Rate
A-1
$
193,000,000
4.433%
A-2A
$
100,000,000
4.23%
A-2B
$
171,000,000
Benchmark + 0.29%(1)
A-3
$
231,000,000
4.23%
A-4
$
59,747,000
4.42%
Issuing Entity
John Deere Owner Trust 2025 (the "trust" or the "issuing entity").
Seller and Depositor
John Deere Receivables LLC ("JDRL" or the "depositor").
Sponsor and Servicer
John Deere Capital Corporation ("JDCC" or the "sponsor" or the "servicer").
The class A-2A notes and the class A-2B notes are collectively referred to herein as the "class A-2 notes". The class A-2A notes and the class A-2B notes have equal rights to payments of principal and interest, which will be made ratably.
The interest rate for each class of notes, other than the class A-2B notes, will be a fixed rate. The interest rate for the class A-2 notes will be a fixed rate or a combination of a fixed and floating rate if that class has both a fixed rate class and a floating rate class. The class A-2 notes may be divided into fixed and floating rate classes, and the class A-2A notes are the fixed rate notes and the class A-2B notes are the floating rate notes. We refer in this prospectus to notes that bear interest at a floating rate as "floating rate notes," and to notes that bear interest at a fixed rate as "fixed rate notes."
The class A-1, class A-2, class A-3 and class A-4 notes are sometimes referred to herein collectively as the "offered notes".
The notes will be in book-entry form clearing through the facilities of The Depository Trust Company for the account of its participants, including Clearstream Banking, société anonyme, in minimum denominations of $1,000 and integral multiples of $1,000. See "Description of the Notes-Book Entry, Delivery and Form" in this prospectus.
Sub-servicer
The servicer will designate Deere Credit Services, Inc. ("Deere Credit Services"), a Delaware corporation and indirect wholly owned subsidiary of Deere & Company ("Deere" and, with its wholly owned subsidiaries, "John Deere"), as its agent to service the receivables.
Indenture Trustee
U.S. Bank Trust Company, National Association (the "indenture trustee").
Owner Trustee
Computershare Delaware Trust Company (the "owner trustee").
Asset Representations Reviewer
Clayton Fixed Income Services LLC (the "asset representations reviewer").
Closing Date
March 11, 2025.
Payment Dates
Payments on the notes will be made on the 15th day of each calendar month (or, if not a business day, the next business day), beginning April 15, 2025.
1
Interest Payments
The interest rate for each class of notes is specified above. Interest on the class A-1 notes and the class A-2B notes will be calculated on the basis of the actual number of days in the applicable interest period divided by 360. Interest on the class A-2A notes, the class A-3 notes and the class A-4 notes will be calculated on the basis of a 360-day year of twelve 30-day months.
The interest rate for the floating rate notes will vary with the related benchmark, which initially will be 30-day average SOFR. The paying agent will obtain 30-day average SOFR and will calculate the interest rate for the floating rate notes using the method described under "Description of the Notes- Payments of Interest". The administrator, in its sole discretion, will have the right to make any applicable SOFR adjustment conforming changes as further described herein, and no noteholder will have any right to approve or disapprove of these changes or determinations and each noteholder will be deemed to have waived and released any and all claims against any transaction party relating to any such changes or determinations. If 30-day average SOFR cannot be determined for an interest period and a benchmark transition event has not yet occurred, the floating rate notes will bear interest at a rate based on 30-day average SOFR for the first preceding SOFR determination date for which such rate was published on the FRBNY's website. In addition, if the administrator has determined prior to the relevant reference time that a benchmark transition event and its related benchmark replacement date have occurred, the administrator will determine an alternative benchmark in accordance with the benchmark replacement provisions described under "Description of the Notes-Payments of Interest-Effect of Benchmark Transition Event" and after such time the floating rate notes will bear interest using the alternative benchmark. In connection with the implementation of a benchmark replacement, the administrator will have the right to make benchmark replacement conforming changes from time to time. No noteholder will have any right to approve or disapprove of these changes or determinations and each noteholder will be deemed to have waived and released any and all claims against any transaction party relating to any such changes or determinations.
Principal Payments
The aggregate amount of principal payable on the notes on each payment date will generally be equal to the reduction in the note value of the
receivables during a collection period. The note value of the receivables on any payment date is the present value of the unpaid scheduled payments on the receivables, discounted at 7.95%. The discount rate will be established based on, among other things, market interest rates at the time the interest rates on the notes are determined. As of January 26, 2025 (the "cut-off date"), the initial note value is $774,099,434.47 (the "initial note value").
Amounts allocated to payment of the principal of the notes will be applied in the following order of priority:
Following an event of default and acceleration of the notes, payments (including payments funded from proceeds from the sale of the receivables in connection with an event of default as described in this prospectus under the heading "Description of the Notes-The Indenture-Events of Default; Rights upon Event of Default") will be made, after payment of fees, ratably to the noteholders first based on the amount of interest due on each note (in the case of payments of interest) and then based on the outstanding principal amount (in the case of payments of principal) until the principal amount of all of the notes is reduced to zero.
See "Description of the Notes" and "Description of the Transfer and Servicing Agreements-Distributions" for additional detail on some of the calculations described above and for special priority rules that would apply under certain circumstances. A collection period for a payment date is the fiscal month specified in the sale and servicing agreement, which will end prior to that payment date; however, with respect to the first payment date, the collection period will be the period from and excluding the cut-off date through and including March 23, 2025.
Final Payment Dates
2
The principal amount of each class of notes, to the extent not previously repaid, will be payable in full on the payment date specified below:
Class of Notes
Final Payment Date
A-1
March 16, 2026
A-2A
March 15, 2028
A-2B
March 15, 2028
A-3
September 17, 2029
A-4
February 17, 2032
Optional Redemption
The servicer has the right to purchase the remaining receivables on any payment date when the note value of the receivables becomes equal to or less than 10% of the initial note value of the receivables as of the cut-off date. If the servicer exercises this right, the notes outstanding at that time will be redeemed in full at a price equal to their unpaid principal amount plus accrued and unpaid interest thereon.
Priority of Payments
In general, the collections received in respect of the receivables in a collection period and any net investment earnings on the trust's short term investments from amounts deposited in the collection account and the reserve account will be applied on the next payment date in the following amounts and in the following order of priority:
See "Description of the Notes" and "Description of the Transfer and Servicing Agreements-Distributions" for additional details, including the amount of principal to be distributed, the priority of payments of principal on the notes and special priority rules that apply under certain circumstances.
Events of Default
The indenture will provide that if an "Event of Default" occurs and is continuing, then the indenture trustee or the holders of notes representing a majority of the outstanding amount of notes may declare the unpaid principal amount of the notes and any accrued and unpaid interest thereon immediately due and payable. Such "Events of Default" include:
Servicing Fee
The servicer will be entitled to receive a servicing fee for each collection period in an amount
3
equal to 1.00% per annum of the pool balance as of the first day of the collection period; provided that in the case of the first payment date, the servicing fee will be an amount equal to the sum of (a) 1.00% per annum of the pool balance as of the cut-off date (for the February collection period) and (b) 1.00% per annum of the pool balance as of February 23, 2025 (for the March collection period).
So long as JDCC or an affiliate of JDCC is the servicer, the servicing fee will be paid after payments are made to the noteholders and to the reserve account as set forth in this prospectus. If JDCC or an affiliate of JDCC ceases to be the servicer, the servicing fee will be paid prior to any other application of funds on deposit in the collection account. See "Description of the Transfer and Servicing Agreements-Servicing Compensation" in this prospectus.
Certificate
On the closing date, the trust will also issue a certificate representing an undivided equity interest in the trust. The certificate will not have a principal amount and will not bear interest. On each payment date, the holder of the certificate will be entitled only to amounts remaining after payment of interest and principal due on the notes, payment of certain fees and expenses of the trust and any required deposit to the reserve account on such payment date. The certificate is not being offered hereby and will be retained by the depositor. The depositor's retention of the certificate is intended to satisfy a portion of the sponsor's risk retention obligation. See "Credit Risk Retention" in this prospectus for more information.
TRUST PROPERTY
The trust will own only the following property:
Receivables
The receivables will consist of agricultural and construction equipment retail installment sale and loan contracts secured by new and used agricultural and construction equipment, the security interests in the equipment financed thereby and the proceeds thereof. See "The Receivables Pool" for additional information regarding the receivables.
On or prior to the closing date, the trust will purchase receivables having an aggregate principal balance plus accrued interest of approximately $831,941,778.71 as of the cut-off date. As of the cutoff date, the receivables had the following characteristics:
Number of Receivables: 8,859
Aggregate Principal Balance (plus accrued interest): $831,941,778.71
Weighted Average Remaining Term: 45.15 months
Weighted Average Original Term: 55.76 months
Weighted Average Credit Score: 758(1)
See "The Receivables Pool" for additional information regarding the receivables.
No receivables in the pool of receivables constitute exceptions to the underwriting criteria of JDCC, as described in "The Receivables Pool- Underwriting Criteria for Receivables" and "- Origination" in this prospectus.
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Repurchases of Receivables; Asset Representations Review
The depositor will be obligated to repurchase any receivable from the trust if:
JDCC will be obligated to repurchase the receivable from the depositor under the purchase agreement contemporaneously with the depositor's repurchase from the trust. The obligation of the depositor to repurchase any receivable with respect to which JDCC has breached a representation or warranty is subject to JDCC's repurchase of the receivable. Except for the dispute resolution mechanisms as described under "The Receivables Pool-Dispute Resolution," this repurchase obligation will constitute the sole remedy available to the noteholders, the indenture trustee, the owner trustee or the certificateholder in respect of the trust for any uncured breach. See "Description of the Transfer and Servicing Agreements-Sale and Assignment of Receivables" in this prospectus.
In addition, consistent with its normal procedures, the servicer or the sub-servicer may, in its discretion, arrange with the obligor on a receivable to extend or modify the payment schedule for such receivable. Some of such arrangements may result in the servicer purchasing the receivable from the trust for the purchase amount. See "Description of the Transfer and Servicing Agreements-Servicing Procedures" in this prospectus.
In addition, if the delinquency trigger is met or exceeded for a collection period and noteholders holding a majority of the outstanding principal amount of the notes of voting noteholders vote to direct an asset representations review as described under "The Receivables Pool-Asset Representations Review," the asset representations reviewer will review all 60 day or more delinquent receivables to determine if certain representations and warranties made by the sponsor with respect to the receivables in the purchase agreement were satisfied. For a description of the asset representations review process, see "The
Receivables Pool-Asset Representations Review" in this prospectus.
CREDIT ENHANCEMENT
Subordination of the Certificate
The certificate, representing overcollateralization, will serve as credit enhancement for the notes, because on each payment date the certificate will only be entitled to receive excess cashflow, if any, remaining after payment of interest and principal due on the notes, payment of certain fees and expenses of the trust and any required deposit to the reserve account.
On the closing date, the initial note value will exceed the initial principal amount of the notes by approximately 2.50%, which represents the amount of initial overcollateralization. On each payment date, the amount of principal required to be paid on the notes will be an amount equal to the reduction in the note value of the receivables during the related collection period (plus any principal shortfalls from prior payment dates), which is intended to maintain the amount of initial overcollateralization.
Reserve Account
The trust will have a reserve account. Funds in the reserve account will be used to cover shortfalls in required payments on the notes.
See "Description of the Transfer and Servicing Agreements-Credit and Cash Flow Enhancement-Reserve Account and the Certificate" for a description of the required amount for the reserve account.
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Disclaimer
Deere & Company published this content on March 24, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 24, 2025 at 19:28:02.477.