POS EX

As filed with the Securities and Exchange Commission on May 23, 2023

Registration No. 333-272130​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

John Deere Capital Corporation

(Exact name of registrant as specified in its charter)

Delaware	36-2386361
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

P.O. Box 5328
Madison, Wisconsin 53705-0328
(800) 438-7394

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Edward R. Berk
Deere & Company
One John Deere Place Moline, Illinois 61265-8098
(309) 748-2674

(Name, address, including zip code, and telephone number, including area code, of agent for service)

COPIES TO:

Robert M. Hayward, P.C.
Kirkland & Ellis LLP
300 North LaSalle
Chicago, Illinois 60654 Edward F. Petrosky
Alexander E. Csordas
Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities being offered only in connection with dividend or interest reinvestment plans, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company  ☐
​	​	​	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 7(a)(2)(B) of Securities Act. ☐

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 (this “Amendment”) relates to the Registration Statement on Form S-3 (File No. 333-272130) (the “Registration Statement”) of John Deere Capital Corporation that was automatically effective upon its filing with the Securities and Exchange Commission (the “SEC”) on May 22, 2023, and is being filed solely for the purpose of replacing the Exhibit 25.2 statement of eligibility of trustee previously filed with the Registration Statement with the Exhibit 25.2 statement of eligibility of trustee filed herewith. This Amendment consists only of the cover page, this explanatory note and Item 16 (Exhibits) of the Registration Statement and does not modify any other part of the Registration Statement. Pursuant to Rule 462(e) under the Securities Act of 1933, as amended, this Amendment shall become effective immediately upon filing with the SEC.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16.   List of Exhibits.

Exhibit Number	Exhibit
*1.1	Proposed forms of terms agreement and underwriting agreement basic provisions for Preferred Stock (Exhibit 1.1 to Registration Statement on Form S-3 No. 333-272130).
***1.2	Distribution agreement among John Deere Capital Corporation and Citigroup Global Markets Inc., Barclays Capital Inc., BofA Securities, Inc., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, MUFG Securities Americas Inc., RBC Capital Markets LLC and TD Securities (USA) LLC.
*1.3	Distribution agreement dated February 26, 2009 between John Deere Capital Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated (Exhibit 1.3 to Form 8-K of the registrant dated April 26, 2011: File No. 1-6458)
*1.4	Amendment to distribution agreement dated as of April 6, 2020 among John Deere Capital Corporation, InspereX LLC and BofA Securities, Inc. (Exhibit 1.4 to Form 8-K of the registrant dated April 7, 2020: File No. 1-6458).
***1.5	Amendment to distribution agreement among John Deere Capital Corporation, InspereX LLC and BofA Securities, Inc.
*4.1	Senior indenture dated March 15, 1997 between the registrant and The Bank of New York Mellon (formerly known as The Bank of New York, successor Trustee to The Chase Manhattan Bank) (Exhibit 4.1 to Registration Statement on Form S-3 No. 333-68355)
*4.2	First supplemental senior indenture dated as of April 21, 2011 between the registrant and The Bank of New York Mellon (Exhibit 4.2 to Registration Statement on Form S-3 No. 333-173672)
*4.3	Second supplemental senior indenture dated as of April 17, 2014 between the registrant and The Bank of New York Mellon (Exhibit 4.3 to Registration Statement on Form S-3 No. 333-195332)
*4.4	Third supplemental senior indenture dated as of April 7, 2017 between the registrant and The Bank of New York Mellon (Exhibit 4.4 to Registration Statement on Form S-3 No. 333-217193)
*4.5	Subordinated indenture dated September 1, 2003 between the registrant and U.S. Bank National Association (Exhibit 4.3 to Registration Statement on Form S-3 No. 333-108705)
***4.6	Proposed form of debt warrant agreement (including proposed form of debt warrant certificate)
*4.7	Proposed form of senior fixed rate medium-term note (Exhibit 4.7 to Registration Statement on Form S-3 No. 333-272130)
*4.8	Proposed form of senior floating rate medium-term note (Exhibit 4.8 to Registration Statement on Form S-3 No. 333-272130)
*4.9	Proposed form of subordinated fixed rate medium-term note (Exhibit 4.9 to Registration Statement on Form S-3 No. 333-272130)
*4.10	Proposed form of subordinated floating rate medium-term note (Exhibit 4.10 to Registration Statement on Form S-3 No. 333-272130)
*4.11	Proposed form of master global InterNote (Exhibit 4.11 to Registration Statement on Form S-3 No. 333-272130)
*5.1	Opinion of Kirkland & Ellis LLP (Exhibit 5.1 to Registration Statement on Form S-3 No. 333-272130)
*8.1	Tax opinion of Kirkland & Ellis LLP with respect to medium-term note prospectus supplement (Exhibit 8.1 to Registration Statement on Form S-3 No. 333-272130)
**23.1	Consent of Deloitte & Touche LLP
*23.2	Consent of Kirkland & Ellis LLP (included in their opinion filed as Exhibit 5.1)

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Exhibit Number	Exhibit
*23.3	Consent of Kirkland & Ellis LLP (included in their opinion filed as Exhibit 8.1)
*24	Power of Attorney (included on signature page to the Registration Statement on Form S-3 No. 333-272130)
**25.1	Statement of eligibility of The Bank of New York Mellon under the Trust Indenture Act of 1939, as amended, on Form T-1 and relating to the Senior Indenture, dated as of March 15, 1997
**25.2	Statement of eligibility of U.S. Bank National Association under the Trust Indenture Act of 1939, as amended, on Form T-1 and relating to the Subordinated Indenture, dated as of September 1, 2003
*107	Filing Fee Table (Exhibit 107 to Registration Statement on Form S-3 No. 333-272130)

*

Incorporated by reference.

**

Filed herewith.

***

To be filed as an exhibit to a Current Report on Form 8-K.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Rock Island, State of Illinois, on May 23, 2023.

John Deere Capital Corporation

By:

/s/ John C. May

John C. May
Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.

Name	Title	Date
* Ryan D. Campbell	Director	May 23, 2023
/s/ Joshua A. Jepsen Joshua A. Jepsen	Director, Senior Vice President and Principal Financial Officer (Principal Accounting Officer)	May 23, 2023
* Rajesh Kalathur	Director and President	May 23, 2023
/s/ John C. May John C. May	Director, Chairman and Chief Executive Officer (Principal Executive Officer)	May 23, 2023
* Steven N. Owenson	Director	May 23, 2023
* Cory J. Reed	Director	May 23, 2023
* Jayma A. Sandquist	Director	May 23, 2023
* Andrew C. Traeger	Director	May 23, 2023
* Markwart von Pentz	Director	May 23, 2023

* By Attorney-in-Fact

/s/ Edward R. Berk

Edward R. Berk

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EX-23.1

Exhibit 23.1 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated December 15, 2022, relating to the consolidated financial statements of John Deere Capital Corporation and subsidiaries (“the Company”) appearing in the Annual Report on Form 10-K of the Company for the year ended October 30, 2022. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/ Deloitte & Touche LLP

May 23, 2023

EX-25.1

EXHIBIT 25.1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)           ¨

THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)

New York (Jurisdiction of incorporation if not a U.S. national bank)	13-5160382 (I.R.S. employer identification no.)
240 Greenwich Street, New York, N.Y. (Address of principal executive offices)	10286 (Zip code)

John Deere Capital Corporation
(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	36-2386361 (I.R.S. employer identification no.)
P.O. Box 5328 Madison, Wisconsin (Address of principal executive offices)	53705-0328 (Zip code)

Debt Securities
(Title of the indenture securities)

1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of the Department of Financial Services of the State of New York	One State Street, New York, N.Y.  10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y.  10045
Federal Deposit Insurance Corporation	550 17th Street, NW Washington, D.C.  20429
The Clearing House Association L.L.C.	100 Broad Street New York, N.Y. 10004

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").

1. A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

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4. A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-261533).

6. The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-229519).

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

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SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and State of New York, on the 18th day of May, 2023.

THE BANK OF NEW YORK MELLON
By:	/s/ Francine Kincaid
	Name:	Francine Kincaid
	Title:	Vice President

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EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of 240 Greenwich Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 2023, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar amounts in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		4,712,000
Interest-bearing balances		125,756,000
Securities:
Held-to-maturity securities		54,560,000
Available-for-sale debt securities		83,794,000
Equity securities with readily determinable fair values not held for trading		0
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		0
Securities purchased under agreements to resell		8,912,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases held for investment		29,415,000
LESS: Allowance for loan and lease losses		149,000
Loans and leases held for investment, net of allowance		29,266,000
Trading assets		3,700,000
Premises and fixed assets (including capitalized leases)		2,812,000
Other real estate owned		2,000
Investments in unconsolidated subsidiaries and associated companies		1,234,000
Direct and indirect investments in real estate ventures		0
Intangible assets		6,941,000
Other assets		19,766,000
Total assets		341,455,000

LIABILITIES
Deposits:
In domestic offices	186,566,000
Noninterest-bearing	68,448,000
Interest-bearing	118,118,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs	98,019,000
Noninterest-bearing	5,805,000
Interest-bearing	92,214,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices	0
Securities sold under agreements to repurchase	16,316,000
Trading liabilities	2,552,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)	1,314,000
Not applicable
Not applicable
Subordinated notes and debentures	0
Other liabilities	9,886,000
Total liabilities	314,653,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,135,000
Surplus (exclude all surplus related to preferred stock)	12,066,000
Retained earnings	17,595,000
Accumulated other comprehensive income	-3,994,000
Other equity capital components	0
Total bank equity capital	26,802,000
Noncontrolling (minority) interests in consolidated subsidiaries	0
Total equity capital	26,802,000
Total liabilities and equity capital	341,455,000

I, Dermot McDonogh, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Dermot McDonogh

Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Robin A. Vince
Frederick O. Terrell
Joseph J. Echevarria Directors

EX-25.2

Exhibit 25.2

securities and exchange commission

Washington, D.C. 20549

FORM T-1

Statement of Eligibility Under

The Trust Indenture Act of 1939 of a

Corporation Designated to Act as Trustee

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2) ¨

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Michelle Lee

U.S. Bank National Association

100 Wall Street, Suite 600

New York, NY 10005

646-971-4954

(Name, address and telephone number of agent for service)

John Deere Capital Corporation

(Issuer with respect to the Securities)

Delaware	36-2386361
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

P.O. Box 5328 Madison, Wisconsin	53705-0328
(Address of Principal Executive Offices)	(Zip Code)

Debt Securities

(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee.*

2. A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

3. A copy of the authorization of the Trustee to exercise corporate trust powers, attached as Exhibit 2.

4. A copy of the existing bylaws of the Trustee.**

5. A copy of each Indenture referred to in Item 4. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7. Report of Condition of the Trustee as of March 31, 2023 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to 305(b)(2), Registration Number 333-229783 filed on June 21, 2021.

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, State of New York on the 23rd of May, 2023.

By:	/s/ Michelle Lee
	Michelle Lee
	Vice President

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Exhibit 2

 

4

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: May 23, 2023

By:	/s/ Michelle Lee
	Michelle Lee
	Vice President

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Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 3/31/2023

($000’s)

	3/31/2023
Assets
Cash and Balances Due From	$	54,794,655
Depository Institutions
Securities		147,433,327
Federal Funds		60,065
Loans & Lease Financing Receivables		331,570,217
Fixed Assets		5,829,105
Intangible Assets		14,278,776
Other Assets		36,494,313
Total Assets	$	590,460,458
Liabilities
Deposits	$	459,141,236
Fed Funds		6,815,612
Treasury Demand Notes		0
Trading Liabilities		4,453,222
Other Borrowed Money		53,968,755
Acceptances		0
Subordinated Notes and Debentures		4,600,000
Other Liabilities		15,009,832
Total Liabilities	$	543,988,657
Equity
Common and Preferred Stock		18,200
Surplus		14,288,431
Undivided Profits		31,530,524
Minority Interest in Subsidiaries		634,646
Total Equity Capital	$	46,471,801
Total Liabilities and Equity Capital	$	590,460,458

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