ADECOAGRO S.A. ANNOUNCES TENDER OFFER FOR ANY AND ALL OF ITS 2027 NOTES
Rhea-AI Summary
Adecoagro (NYSE:AGRO) has launched a cash tender offer for all outstanding 6.000% Notes due 2027. The company is offering US$1,000.00 per US$1,000.00 principal amount for the notes, which have an outstanding balance of US$415,644,000.
The tender offer expires on July 24, 2025, at 5:00 p.m. New York City time. Settlement is expected around July 29, 2025. The company plans to finance the tender offer through a new notes offering and intends to redeem any remaining 2027 notes after the expiration date.
Holders who tender their notes will receive the consideration plus accrued and unpaid interest. The tender offer is contingent upon the successful pricing and receipt of proceeds from the new notes offering.
Positive
- Potential debt refinancing opportunity through new notes offering
- Full repayment at par value (US$1,000 per US$1,000)
- Company showing proactive debt management strategy
Negative
- Short tender window may limit participation (expires July 24, 2025)
- Tender offer is contingent on successful new notes offering
- Potential higher interest rates on new notes given current market conditions
News Market Reaction – AGRO
In the trading session that priced this news, AGRO declined 0.42%, reflecting a mild negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
AI-generated analysis. How Rhea-AI works. Not financial advice.
The Notes are fully, unconditionally, and irrevocably guaranteed by Adeco Agropecuaria S.A., Adecoagro Brasil Participações S.A., Adecoagro Vale do Ivinhema S.A., Pilagá S.A. and Usina Monte Alegre Ltda.
The following table sets forth the consideration for the Notes:
Title of Security | Principal Amount Outstanding | Total Consideration(1) |
__________________ | ||
(1) The amount to be paid per | ||
The Tender Offer is scheduled to expire at 5:00 p.m.,
The consideration for each
The Consideration will be paid together with accrued and unpaid interest on the Notes from the last interest payment date on the Notes preceding the Settlement Date to, but excluding, the Settlement Date ("Accrued Interest").
Withdrawal rights with respect to tendered Notes will terminate at 5:00 p.m.,
When considering any potential allocation of New Notes (as defined herein) in an offering of debt securities by Adecoagro, Adecoagro intends, but is not in any way obligated, to give some degree of preference to those investors who, prior to such allocation, have validly tendered, or have indicated to Adecoagro or the Dealer Managers their firm intention to tender, Notes in the Tender Offer. The New Notes are expected to be issued pursuant to a concurrent offering and in connection with an offering memorandum dated July 18, 2025 (the "Offering Memorandum"). Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in the Offering Memorandum, and no reliance is to be placed on any representations other than those contained in the Offering Memorandum. The New Notes have not been and will not be registered under the
Our obligation to purchase Notes in the Tender Offer is subject to the satisfaction or waiver of a number of conditions described in the Offer Documents, including the pricing of and receipt of proceeds from a new notes (the "New Notes") offering, denominated in
We intend to use all or a portion of the proceeds from the New Notes offering to pay the Consideration, Accrued Interest and costs and expenses in connection with the Tender Offer to all Holders of Notes accepted for purchase pursuant to the Tender Offer. We also intend to use a portion of the proceeds from the New Notes offering to redeem all of the Notes in accordance with the terms of the indenture governing the Notes that remain outstanding immediately after the Expiration Date. In addition, we also reserve the right, at our sole discretion, to use any remaining proceeds to redeem or purchase any of the Notes that remain outstanding after the Expiration Date. Such purchases may occur through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, upon such terms and at such prices as we may determine, which may be higher or lower than the prices to be paid pursuant to the Tender Offer.
Subject to applicable law, we reserve the right to waive any condition to the Tender Offer and to extend, terminate, or amend any terms of the Tender Offer.
The complete terms and conditions of the Tender Offer are described in the Offer to Purchase, dated July 18, 2025 (the "Offer to Purchase"), and the corresponding Notice of Guaranteed Delivery (together, the "Offer Documents"). Copies of the Offer Documents may be obtained from D.F. King & Co., Inc., the tender and information agent for the Tender Offer (the "Tender and Information Agent"). For copies of the Offer Documents, please contact the Tender and Information Agent at www.dfking.com/adecoagro or +1 (800) 290-6427 (
Adecoagro reserves the right, in its sole discretion, not to accept any tenders of Notes for any reason. Adecoagro is making the Tender Offer only in those jurisdictions where it is legal to do so.
Adecoagro has engaged Itau BBA
None of Adecoagro, the Dealer Managers, the Tender and Information Agent, the trustee for the Notes, or any of their respective affiliates makes any recommendation as to whether holders should or should not tender any Notes in response to the Tender Offer, nor do they express any opinion as to whether the terms of the Tender Offer are fair to any holder. Holders of Notes must make their own independent decision as to whether to tender any of their Notes and, if so, the principal amount of Notes to tender. Please refer to the Offer to Purchase for full offer terms, conditions, disclaimers, and additional information.
Neither the Offer to Purchase nor any related documents have been filed with the
This press release is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. The Tender Offer is being made solely by means of the Offer to Purchase and the corresponding Notice of Guaranteed Delivery. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of Adecoagro by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction.
About Adecoagro
Adecoagro is a leading sustainable production company in
Cautionary Statement on Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements are information of a non-historical nature or that relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described in this press release will be consummated or as to the ultimate terms of any such transactions. Neither Adecoagro nor the guarantors undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.
For further information, please contact:
Victoria Cabello
IR Officer
Email: ir@adecoagro.com
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SOURCE Adecoagro S.A.