Filing Details
- Accession Number:
- 0001104659-25-041429
- Form Type:
- 13D Filing
- Publication Date:
- 2025-04-28 20:00:00
- Filed By:
- Tether Holdings, S.A. de C.V.
- Company:
- Adecoagro S.a. (NYSE:AGRO)
- Filing Date:
- 2025-04-29
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Tether Holdings, S.A. de C.V. | 0 | 69,995,209 | 0 | 69,995,209 | 69,995,209 | 70.0% |
| Tether Investments, S.A. de C.V. | 0 | 69,995,209 | 0 | 69,995,209 | 69,995,209 | 70.0% |
| Giancarlo Devasini | 0 | 69,995,209 | 0 | 69,995,209 | 69,995,209 | 70.0% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
|
ADECOAGRO S.A. (Name of Issuer) |
Common Shares, par value $1.50 per share (Title of Class of Securities) |
L00849106 (CUSIP Number) |
Tether Holdings, S.A. de C.V. Final Av. La Revolucion, Edif. Centro, Corporativo Presidente Plaza Nivel 12 San Salvador, H3, 00000 443333355842 Daniel Wooda McDermott Will & Emery LLP, One Vanderbilt Avenue New York, NY, 10017 (212) 547-5400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/25/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | L00849106 |
| 1 |
Name of reporting person
Tether Holdings, S.A. de C.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
 | ||||||||
| 6 | Citizenship or place of organization
EL SALVADOR
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
69,995,209.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
70.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10 and 11: Includes 69,995,209 common shares, par value $1.50 per share ("Common Shares") of Adecoagro S.A. held by Tether Investments, S.A. de C.V., a controlled subsidiary of Tether Holdings, S.A. de C.V. Note in relation to Item 13: This percentage is calculated based upon 99,993,156 Common Shares outstanding as of the close of business on April 4, 2025, as reported in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 25, 2025.
SCHEDULE 13D
|
| CUSIP No. | L00849106 |
| 1 |
Name of reporting person
Tether Investments, S.A. de C.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
EL SALVADOR
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
69,995,209.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
70.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note in relation to Item 13: This percentage is calculated based upon 99,993,156 Common Shares outstanding as of the close of business on April 4, 2025, as reported in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 25, 2025.
SCHEDULE 13D
|
| CUSIP No. | L00849106 |
| 1 |
Name of reporting person
Giancarlo Devasini | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ITALY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
69,995,209.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
70.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10 and 11: Includes 69,995,209 Common Shares held by Tether Investments, S.A. de C.V., a controlled subsidiary of Tether Holdings, S.A. de C.V. Mr. Devasini has a greater than 50% voting interest in Tether Holdings, S.A. de C.V. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest. Note in relation to Item 13: This percentage is calculated based upon 99,993,156 Common Shares outstanding as of the close of business on April 4, 2025, as reported in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 25, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, par value $1.50 per share | |
| (b) | Name of Issuer:
ADECOAGRO S.A. | |
| (c) | Address of Issuer's Principal Executive Offices:
28, Boulevard F.W. Raiffeisen, Luxembourg,
LUXEMBOURG
, L-2411. | |
Item 1 Comment:
This statement on Schedule 13D amends the Schedule 13D of Tether Holdings Limited, a British Virgin Islands business company, Tether Investments Limited, a British Virgin Islands business company, Ludovicus Jan Van der Velde and Giancarlo Devasini that was originally filed with the Securities and Exchange Commission (the "SEC") on August 16, 2024, as amended by Amendment No. 1 filed on September 9, 2024, Amendment No. 2 filed on September 20, 2024, Amendment No. 3 filed on September 30, 2024, Amendment No. 4 filed on October 18, 2024, Amendment No. 5 filed on November 5, 2024, Amendment No. 6 filed on November 18, 2024, Amendment No. 7 filed on February 18, 2025, Amendment No. 8 filed on February 25, 2025, Amendment No. 9 filed on March 17, 2025 and Amendment No. 10 filed on March 28, 2025 (as amended, the "Schedule 13D") with respect to the Common Shares, par value $1.50 per share ("Common Shares") of Adecoagro S.A., a societe anonyme under the laws of the Grand Duchy of Luxembourg (the "Issuer"). This amendment to the Schedule 13D is being filed by Tether Holdings, S.A. de C.V. (f/k/a Tether Holdings Limited), an El Salvador entity, Tether Investments, S.A. de C.V. (f/k/a Tether Investments Limited), an El Salvador entity ("Tether Investments"), and Giancarlo Devasini (collectively, the "Reporting Persons") and constitutes Amendment No. 11 to the Schedule 13D. Capitalized terms used but not defined herein have the meanings given to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
See the Schedule 13D, as amended, for historical information. Item 3 is amended and supplemented as follows: The information set forth in Item 4 of this Schedule 13D is incorporated herein by reference.
On April 28, 2025, pursuant to the Offer, Tether Investments, using cash from its working capital, purchased 49,596,510 Common Shares at a purchase price of $12.41 per share, for an aggregate purchase price of $615,492,689.10. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented to add the following:
Pursuant to the terms of the Transaction Agreement, on April 28, 2025, Tether Investments nominated, and the Issuer Board appointed, each of Juan Sartori, Kyril Louis Dreyfus, Christian De Prati, Andres Larriera and Oscar Leon Bentancor to the Issuer Board, and the Issuer appointed Mr. Sartori to serve as the Issuer's Executive Chairman. Any of these individuals may, individually or together, have influence over the corporate activities of the Issuer, including activities which may relate to items described in paragraphs (a) through (j) of Item 4 of Schedule 13D. Certain plans or proposals may from time to time be discussed or considered by the directors or executive officers of the Issuer, in each of their fiduciary capacities as a director or executive officer of the Issuer. Subject to applicable securities laws and regulations, market conditions, limitations imposed by the Transaction Agreement and/or the Amended Articles and other factors, the Reporting Persons may, from time to time, acquire additional Common Shares, and/or retain and/or sell all or a portion of the Common Shares beneficially owned by the Reporting Persons from time to time in open market transactions pursuant to Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to registered secondary offerings or transactions exempt from the registration requirements of the Securities Act, in privately negotiated transactions or otherwise, including pursuant to Rule 10b5-1 plans, for liquidity, asset diversification, tax and estate planning and charitable giving purposes. The Reporting Persons may modify their current plans depending on the reporting persons' evaluation of various factors, including the Issuer's business prospects and financial position, other developments concerning the Issuer, the price level of the Common Shares, conditions in the securities markets and general economic and industry conditions and other factors deemed relevant by the reporting persons. Furthermore, the Reporting Persons continue to reserve the right to formulate plans or make proposals, and take such action with respect thereto, including any or all of the items set forth in subsections (a) through (j) of Item 4 of Schedule 13D and any other actions, as they may determine. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The Reporting Persons beneficially own an aggregate of 69,995,209 Common Shares, representing 70.0% of the outstanding Common Shares. | |
| (b) | Each of the Reporting Persons has voting and dispositive power with respect to the beneficially owned 69,995,209 Common Shares. | |
| (c) | Except as described in Item 4, the Reporting Persons have not engaged in any transaction with respect to the Issuer's Common Shares during the sixty days prior to the date of filing this Schedule 13D. | |
| (d) | None. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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