SCHEDULE 13D/A: Tether Entities Solidify Control of Adecoagro with 70% Stake and New Board Appointments

Tether Holdings, S.A. de C.V. and its subsidiary Tether Investments, S.A. de C.V., along with Giancarlo Devasini, have increased their beneficial ownership in Adecoagro S.A. to 70% and appointed five new directors, including an Executive Chairman, to the Issuer's Board.

Summary

• Tether Holdings, S.A. de C.V., Tether Investments, S.A. de C.V., and Giancarlo Devasini (collectively, the "Reporting Persons") now beneficially own an aggregate of 69,995,209 Common Shares of Adecoagro S.A., representing 70.0% of the outstanding Common Shares.
• This ownership percentage is calculated based on 99,993,156 Common Shares outstanding as of the close of business on April 4, 2025, as reported in Adecoagro S.A.'s Annual Report on Form 20-F.
• On April 28, 2025, Tether Investments purchased an additional 49,596,510 Common Shares at a price of $12.41 per share, totaling an aggregate purchase price of $615,492,689.10, utilizing cash from its working capital.
• Pursuant to a Transaction Agreement, on April 28, 2025, Tether Investments nominated, and the Issuer Board appointed, five new directors: Juan Sartori, Kyril Louis Dreyfus, Christian De Prati, Andres Larriera, and Oscar Leon Bentancor.
• Juan Sartori was additionally appointed to serve as the Issuer's Executive Chairman.
• The Reporting Persons retain the flexibility to acquire additional shares, or sell existing shares, in the future based on various factors including the Issuer's business prospects, financial position, market conditions, and for purposes such as liquidity, asset diversification, tax, and charitable giving.

Sentiment

Score: 8

Explanation: The document indicates a substantial increase in ownership by a major investor and the appointment of new board members, suggesting strong commitment and potential for strategic changes, which is generally positive for the company's stability and future direction.

Positives

• The significant increase in beneficial ownership to 70% by Tether entities demonstrates strong conviction and long-term commitment to Adecoagro S.A.
• The substantial investment of over $615 million in additional shares reinforces the financial backing and confidence from the majority shareholder.
• The appointment of five new board members, including an Executive Chairman, by the majority shareholder could lead to enhanced strategic alignment and potentially new growth initiatives for the company.

Risks

• The newly appointed directors and Executive Chairman, individually or collectively, may exert significant influence over the corporate activities of Adecoagro S.A., which could impact strategic and operational decisions.
• Future acquisition or disposition of Common Shares by the Reporting Persons is subject to various factors including market conditions, regulatory limitations, and the Issuer's performance, introducing uncertainty regarding future share price movements.

Future Outlook

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 them. These actions may occur through open market transactions, registered secondary offerings, privately negotiated transactions, or Rule 10b5-1 plans, for purposes including liquidity, asset diversification, tax, and charitable giving. Their plans are subject to modification based on their evaluation of various factors, including the Issuer's business prospects, financial position, other developments concerning the Issuer, the price level of the Common Shares, conditions in the securities markets, general economic and industry conditions, and other relevant factors. The Reporting Persons also reserve the right to formulate and act on other plans or proposals concerning the Issuer.

Industry Context

Adecoagro S.A. operates in the agricultural sector. The significant increase in ownership by Tether entities, known for their stablecoin operations, into an agricultural company could indicate a strategic diversification by Tether into tangible assets or a strong belief in the long-term value and stability of the agricultural industry, potentially reflecting broader investment trends seeking real asset exposure.

Comparison to Industry Standards

• This document is a Schedule 13D filing, which primarily reports changes in beneficial ownership and board composition, rather than financial performance or operational results. Therefore, direct comparisons to industry financial performance benchmarks or specific comparable companies/projects are not applicable within the scope of this filing.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: The increased majority ownership by Tether entities and the appointment of new board members could lead to changes in corporate strategy and governance, potentially impacting shareholder value and future dividends.
• Management/Employees: New leadership at the board level, including an Executive Chairman, may lead to shifts in company direction, operational priorities, or management structure.

Next Steps

• The Reporting Persons may acquire additional Common Shares or sell existing shares in the future.
• The Reporting Persons may modify their current plans regarding their investment in Adecoagro S.A. based on various factors.
• The Reporting Persons reserve the right to formulate and act on other plans or proposals concerning the Issuer.

Key Dates

Recommendation

Keywords

Adecoagro S.A., Tether Holdings, Tether Investments, Giancarlo Devasini, Schedule 13D, beneficial ownership, common shares, board appointment, executive chairman, corporate governance, SEC filing, agricultural company, investment, share acquisition