Adecoagro Completes The Acquisition of Profertil

Rhea-AI Summary

Adecoagro (NYSE: AGRO) completed the purchase of YPF's 50% stake in Profertil, becoming the controlling shareholder with 90% equity while Asociación de Cooperativas Argentinas retains 10%.

The company paid approximately US$1.1 billion for the stake and funded the deal using existing cash, a long‑term credit facility and proceeds from a recent US$300 million equity issuance (41,379,311 shares at US$7.25). The equity raise was anchored by a US$220 million commitment from controlling shareholder Tether Investments and US$26 million from management and friends & family.

Management expects the transaction to expand scale, increase production capacity, and result in a company generating over $2 billion in sales and nearly doubling Adjusted EBITDA.

Positive

• 90% ownership of Profertil after acquisition
• Acquisition price of ~US$1.1 billion
• US$300 million equity raise (41,379,311 shares at US$7.25)
• US$220 million anchor commitment from controlling shareholder
• Expected pro forma sales of over $2 billion and nearly doubled Adjusted EBITDA

Negative

• Deal funded with long‑term credit facility and cash, increasing leverage
• Equity issuance of 41,379,311 shares causes shareholder dilution

Key Figures

Profertil stake cost US$1.1 billion Total paid by Adecoagro for its equity interest in Profertil

Equity issuance size US$300 million Recent common share sale to help finance Profertil acquisition

Shares issued 41,379,311 shares New common shares sold at US$7.25 per share

Issue price US$7.25 per share Pricing of recent common share offering

Anchor investment US$220 million Commitment from controlling shareholder Tether in equity offering

Management & F&F US$26 million Equity offering participation by management and friends & family

Profertil ownership 90% Adecoagro’s equity stake in Profertil post-transaction

Target sales scale Over $2 billion Projected company sales after integrating Profertil

Market Reality Check

$7.13 Last Close

Volume Volume 7,216,103 is about 6.66x the 20-day average of 1,083,671, signaling elevated trading interest ahead of this deal. high

Technical Price at $7.13 is below the 200-day MA of $9.08 and sits close to the 52-week low of $6.89, well under the $11.79 52-week high.

Peers on Argus

AGRO fell 3.39% while peers showed mixed, modest moves (e.g., DOLE +0.98%, ALCO +1.54%, FDP -0.39%, LMNR -0.73%, LND 0%), pointing to a stock-specific reaction rather than a broad farm-products move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 09	Equity offering	Neutral	+1.6%	Announced <b>$300M</b> common share offering with major shareholder interest.
Dec 01	Registration filing	Neutral	-1.4%	Filed registration to offer up to <b>$500M</b> in securities over time.
Dec 01	Profertil offer	Positive	-1.4%	Submitted binding <b>US$600M</b> offer to acquire YPF’s remaining <b>50%</b> of Profertil.
Nov 11	Earnings update	Positive	+1.8%	Reported 3Q25 Adjusted EBITDA of <b>$115.1M</b> and record <b>4.9M tons</b> crushing.
Oct 23	Dividend declaration	Positive	-0.8%	Board approved second cash dividend tranche, annual payout totals <b>$35M</b>.

Pattern Detected

Recent acquisition-related headlines have often seen negative next-day moves despite strategically positive narratives, while operational and dividend updates skew more mixed.

Recent Company History

Over the past few months, Adecoagro has progressively built its Profertil position, first agreeing to buy Nutrien’s ~50% stake for about $600 million, then submitting a binding offer for YPF’s remaining 50%. To support this, it announced a $300 million common share offering and a registration to sell up to $500 million in securities. Operationally, 3Q25 Adjusted EBITDA reached $115.1 million, and the board approved annual cash dividends totaling $35 million. Today’s completion of the Profertil acquisition caps this multi-step expansion and financing sequence.

Market Pulse Summary

This announcement finalizes Adecoagro’s multi-step acquisition of Profertil, giving it 90% ownership and supporting a projected revenue base above $2 billion. Financing combined cash, a long-term credit facility, and a $300 million equity issuance backed by a $220 million anchor investment from its controlling shareholder. Historically, the company prepared investors with detailed Profertil financials and prior deal announcements. Key factors to monitor include integration progress, EBITDA contribution versus the US$1.1 billion purchase cost, and balance sheet evolution.

Key Terms

granular urea medical

"Profertil S.A. ("Profertil"), the largest producer of granular urea in South America."

Granular urea is a solid form of the nitrogen fertilizer urea made into small, free‑flowing pellets, much like table salt or sugar crystals. Investors care because it is a widely used, low‑cost source of nitrogen that drives demand for fertilizer producers, influences crop yields and input costs for farmers, and therefore affects agricultural sector revenues, commodity prices and supply‑chain margins.

equity issuance financial

"a portion of the acquisition financing was secured through Adecoagro's recently completed US$300 million equity issuance"

Equity issuance is the process of a company selling new shares of its ownership to investors, often to raise money for growth or other needs. It matters to investors because it can affect the value of existing shares; issuing more shares may dilute ownership, but it can also provide funds that support the company's future success.

adjusted EBITDA financial

"nearly doubling our Adjusted EBITDA, and more than doubling our ability to deliver net results"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

AI-generated analysis. Not financial advice.

LUXEMBOURG, Dec. 15, 2025 /PRNewswire/ -- Adecoagro S.A. (NYSE: AGRO) ("Adecoagro" or the "Company"), a leading sustainable production company in South America announces that YPF S.A. ("YPF") has accepted the offer to acquire the remaining 50% stake in Profertil S.A. ("Profertil"), the largest producer of granular urea in South America.

After successfully closing the acquisition of Nutrien's 50% stake in Profertil on December 10^th, structured through an 80%-20% partnership with Asociación de Cooperativas Argentinas ("ACA"), the Board of Directors of YPF has accepted the Company's offer to acquire YPF's 50% stake in Profertil.

As a result, Adecoagro will become the controlling shareholder of Profertil with 90% of equity in the company, and ACA will retain the remaining 10%. Upon completing the acquisition, Adecoagro will have paid approximately US$1.1 billion for its stake.

In addition to the use of existing cash balances and a long term credit facility, a portion of the acquisition financing was secured through Adecoagro's recently completed US$300 million equity issuance – through the sale of 41,379,311 common shares at US$7.25 per share. The offering attracted strong demand from global investors and was anchored by a US$220 million commitment from Tether Investments S.A. de C.V., Adecoagro's controlling shareholder, along with US$26 million from members of Management and Friends & Family.

Mariano Bosch, Co-Founder and Chief Executive Officer of Adecoagro, stated: "This acquisition is a transformative milestone for Adecoagro. It greatly expands our scale, enhances our production capabilities, and further diversifies our portfolio, strengthening the Company's ability to perform across different market cycles. Profertil is uniquely positioned as a low-cost urea producer, leveraging the vast potential of Vaca Muerta to boost Argentina's competitive advantages and support sustainable, long-term growth."

He further added: "With this transaction, we will become a company generating over $2 billion in sales, nearly doubling our Adjusted EBITDA, and more than doubling our ability to deliver net results for our shareholders—while maintaining financial discipline and keeping our debt at appropriate levels."

Regarding the equity sale, Mr. Bosch stated: "For the first time since our IPO in 2011, we are successfully accessing the public market. We deeply appreciate the trust shown by both new and existing investors—especially Tether and management, who served as anchor investors in our equity offering. Their support and commitment strengthen confidence in our strategy, highlight the importance of remaining a publicly listed company, and underscore the value this transaction will deliver to all stakeholders."

Juan Sartori, Head of Special Projects of Tether and Executive Chairman of Adecoagro's Board of Directors, added: "As we have said since day one, we are here to support Adecoagro. We have consistently expressed our confidence in the Company, in its management team, and in its strategic vision. Today, that commitment is reflected in a tangible investment of $220 million to back Adecoagro at a key moment in its evolution and to support this transformational acquisition. By integrating this asset, Adecoagro will not only increase its exposure to sustainable, real-economy businesses, but also reinforce its position as a key player in the region."

About Profertil:

Profertil is a company devoted to the production of the fertilizers needed to optimize crop yields in a sustainable manner. Profertil has its production plant located in the port of Ingeniero White, Province of Buenos Aires. There, it produces 1,320,000 tons of granulated urea annually, the main nitrogen fertilizer for the soil in the production of different oilseeds and grains. In addition, it sells other fertilizers and prepares tailor-made mixtures to provide each territory and crop with the nutrition required. It has administrative offices in Buenos Aires and logistic terminals in Bahía Blanca, Necochea, San Nicolás (Buenos Aires) and Puerto General San Martín (Santa Fe).

About Adecoagro:

Adecoagro is a leading sustainable production company in South America. Adecoagro owns 210.4 thousand hectares of farmland and several industrial facilities spread across the most productive regions of Argentina, Brazil, and Uruguay, where it produces over 3.1 million tons of agricultural products and over 1 million MWh of renewable electricity.

For questions, please contact:

Adecoagro
Victoria Cabello - IR Officer
Email: ir@adecoagro.com

 

View original content:https://www.prnewswire.com/news-releases/adecoagro-completes-the-acquisition-of-profertil-302642152.html

SOURCE Adecoagro S.A.

FAQ

What stake in Profertil does Adecoagro own after the December 15, 2025 acquisition (NYSE:AGRO)?

Adecoagro holds 90% of Profertil equity after acquiring YPF's 50% stake; ACA retains 10%.

How much did Adecoagro pay for the additional Profertil stake on December 15, 2025?

Adecoagro paid approximately US$1.1 billion for the acquired stake.

How was the Profertil acquisition financed by Adecoagro (AGRO)?

Financing combined existing cash, a long‑term credit facility, and proceeds from a US$300 million equity issuance.

What were the terms of Adecoagro's equity issuance tied to the Profertil deal?

Adecoagro sold 41,379,311 common shares at US$7.25 per share, raising US$300 million.

Who anchored Adecoagro's US$300 million equity offering completed for the Profertil purchase?

The offering was anchored by a US$220 million commitment from Tether Investments and US$26 million from management and friends & family.

What is the expected financial impact of the Profertil acquisition on Adecoagro's sales and EBITDA?

Management projects a company generating over $2 billion in sales and nearly doubling Adjusted EBITDA on a pro forma basis.