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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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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 Woodard 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) |
02/24/2025 (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
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| 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
20,398,699.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10 and 11: Includes 20,398,699 common shares, par value $1.50 per share ("Common Shares") of Adecoagro S.A. held by Tether Investments, S.A. de C.V., a wholly owned subsidiary of Tether Holdings, S.A. de C.V.
Note in relation to Item 13: This percentage is calculated based upon 100,836,801 Common Shares outstanding as of September 30, 2024 as set forth in the Issuer's Form 6-K filed with the Securities and Exchange Commission on November 13, 2024.
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
20,398,699.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.2 % | ||||||||
| 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 100,836,801 Common Shares outstanding as of September 30, 2024 as set forth in the Issuer's Form 6-K filed with the Securities and Exchange Commission on November 13, 2024.
SCHEDULE 13D
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| 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
20,398,699.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10 and 11: Includes 20,398,699 Common Shares held by Tether Investments, S.A. de C.V., a wholly owned 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 100,836,801 Common Shares outstanding as of September 30, 2024 as set forth in the Issuer's Form 6-K filed with the Securities and Exchange Commission on November 13, 2024.
SCHEDULE 13D
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| 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 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 and Amendment No. 7 filed on February 18, 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. 8 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 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented to add the following:
The information set forth in Item 6 of this Schedule 13D is incorporated herein by reference. | ||
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended and supplemented to add the following:
On February 24, 2025, Tether Investments and the Issuer entered into a letter agreement (the "Exclusivity Agreement"), pursuant to which Tether Investments has been granted a period of exclusivity until March 16, 2025, during which the Issuer agreed not to, directly or indirectly, solicit, participate in negotiations with, furnish any confidential information to any person other than the Reporting Person with respect to the Issuer or any of its subsidiaries in connection with, or approve or enter into any agreement relating to, any alternative third-party proposal to make a material investment in, acquire a material equity interest in, or acquire a material portion of the assets of, the Issuer.
In addition, the Exclusivity Agreement includes (i) a standstill provision which, subject to exceptions, restricts Tether Investments and its affiliates or associates, and their respective representatives from acquiring ownership of any securities or assets of the Issuer, seeking to enter into any agreement, arrangement or understanding with respect to a business combination or other similar transaction involving the Issuer or engaging in certain other actions relating to the possible acquisition or control of the Issuer, during the exclusivity period and (ii) a lock-up provision providing that Tether Investments may not, without the Issuer's prior written consent, subject to limited exceptions, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any Common Shares, or any options or warrants to purchase any Common Shares, or any securities convertible into, exchangeable for or that represent the right to receive Common Shares, or any interest in any of the foregoing for a period of three months following the date of the Exclusivity Agreement.
The foregoing summary of the Exclusivity Agreement does not purport to be a complete description of the terms and conditions of such agreement and is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed herewith as Exhibit 99.3 and is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.3 - Exclusivity Agreement, dated as of February 24, 2025 | ||
| 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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