ADECOAGRO S.A. COMMENCES CASH TENDER OFFER FOR UP TO US$100.0 MILLION AGGREGATE PRINCIPAL AMOUNT OF 6.00% SENIOR NOTES DUE 2027
Adecoagro S.A. (AGRO) has launched a cash tender offer for up to $100 million of its 6.00% Senior Notes due 2027. The offer includes a Total Consideration of $980 per $1,000 principal amount for notes tendered by the Early Tender Date of August 2, 2024. This consists of the Tender Offer Consideration of $950 plus an Early Tender Premium of $30. Notes tendered after the Early Tender Date but before the August 19, 2024 expiration will receive only the $950 Tender Offer Consideration. The company may purchase early tendered notes two business days after the Early Tender Date. If oversubscribed, notes will be accepted on a prorated basis.
Adecoagro S.A. (AGRO) ha lanciato un'offerta di acquisto in contante per un massimo di 100 milioni di dollari dei suoi 6,00% Senior Notes in scadenza nel 2027. L'offerta include un Corrispettivo Totale di 980 dollari per ogni 1.000 dollari di valore nominale per i titoli offerti entro la Data di Offerta Anticipata del 2 agosto 2024. Questo è composto da un Corrispettivo dell'Offerta di 950 dollari più un Premio di Offerta Anticipata di 30 dollari. I titoli offerti dopo la Data di Offerta Anticipata ma prima della scadenza del 19 agosto 2024 riceveranno solo il Corrispettivo dell'Offerta di 950 dollari. La società può acquistare i titoli offerti anticipatamente due giorni lavorativi dopo la Data di Offerta Anticipata. Se l'offerta è sovrascritta, i titoli saranno accettati su base proporzionale.
Adecoagro S.A. (AGRO) ha lanzado una oferta de compra en efectivo por un máximo de 100 millones de dólares de sus Notas Senior al 6,00% con vencimiento en 2027. La oferta incluye una Consideración Total de 980 dólares por cada 1.000 dólares de monto principal para las notas presentadas antes de la Fecha de Presentación Anticipada del 2 de agosto de 2024. Esto consiste en una Consideración de la Oferta de 950 dólares más un Premio por Presentación Anticipada de 30 dólares. Las notas presentadas después de la Fecha de Presentación Anticipada pero antes de la expiración del 19 de agosto de 2024 solo recibirán la Consideración de la Oferta de 950 dólares. La empresa puede comprar notas presentadas anticipadamente dos días hábiles después de la Fecha de Presentación Anticipada. Si se excede la suscripción, las notas se aceptarán de manera prorrateada.
Adecoagro S.A. (AGRO)는 2027년 만기 6.00% 선순위 노트 최대 1억 달러에 대한 현금 입찰을 시작했습니다. 이 제안에는 2024년 8월 2일의 조기 입찰 마감일까지 제출된 노트에 대해 총 보상 980달러가 포함됩니다. 이는 입찰 제안 보상 950달러와 조기 입찰 프리미엄 30달러로 구성됩니다. 조기 입찰 마감일 이후, 그러나 2024년 8월 19일 만료 전에 제출된 노트는 950달러의 입찰 제안 보상만을 받게 됩니다. 회사는 조기 입찰 노트를 조기 입찰 마감일로부터 영업일 기준 이틀 후에 구매할 수 있습니다. 과열 시, 노트는 비례적으로 수락됩니다.
Adecoagro S.A. (AGRO) a lancé une offre d'achat en espèces allant jusqu'à 100 millions de dollars pour ses Obligations Senior à 6,00 % arrivant à maturité en 2027. L'offre comprend une Considération Totale de 980 dollars par tranche de 1.000 dollars de montant principal pour les obligations présentées avant la Date de Soumission Anticipée du 2 août 2024. Cela se compose de la Considération de l'Offre de 950 dollars plus une Prime de Soumission Anticipée de 30 dollars. Les obligations soumises après la Date de Soumission Anticipée mais avant l'expiration du 19 août 2024 ne recevront que la Considération de l'Offre de 950 dollars. La société peut acheter les obligations proposées de manière anticipée deux jours ouvrables après la Date de Soumission Anticipée. En cas de sursouscription, les obligations seront acceptées sur une base au prorata.
Adecoagro S.A. (AGRO) hat ein Barangebot für bis zu 100 Millionen Dollar seiner 6,00% Senior Notes mit Fälligkeit 2027 gestartet. Das Angebot umfasst eine Gesamtvergütung von 980 Dollar pro 1.000 Dollar Nennbetrag für bis zum frühen Angebotsdatum am 2. August 2024 eingereichte Noten. Dies besteht aus einer Angebotsvergütung von 950 Dollar zuzüglich einer Frühangebot-Prämie von 30 Dollar. Nach dem frühen Angebotsdatum, jedoch vor dem Ablauf am 19. August 2024, eingereichte Noten erhalten nur die Angebotsvergütung von 950 Dollar. Das Unternehmen kann vorzeitig eingereichte Noten zwei Geschäftstage nach dem frühen Angebotsdatum kaufen. Bei Überzeichnung werden die Noten anteilig angenommen.
- Potential reduction of up to $100 million in outstanding debt
- Early tender premium of $30 per $1,000 principal amount incentivizes quick participation
- Tender offer price of $950-$980 per $1,000 principal amount represents a discount to face value
- Potential proration if offer is oversubscribed may limit debt reduction
Insights
Tender Offers are significant events that can influence both the debt and equity markets, impacting investor sentiment and the company's financial health. This particular tender offer by Adecoagro S.A. for up to
From a financial perspective, such a move can be seen as beneficial for several reasons:
- Debt Reduction: By reducing the outstanding principal through this buyback, Adecoagro can lower its future interest expenses, which is particularly advantageous given the
6% coupon rate. - Market Sentiment: Initiating a tender offer can signal to the market that the company has healthy liquidity, which may improve investor confidence.
- Cost Management: Offering a slight premium for early tenders (an additional
$30 ) encourages early participation, which might streamline the buyback process and reduce administrative overhead.
Overall, this tender offer could be seen as a strategic financial maneuver aimed at optimizing Adecoagro's capital structure, which might positively impact its stock price in the short to medium term.
The strategic implications of Adecoagro's tender offer for up to
Market Perception: Investors often interpret such tender offers as a positive signal of the company's confidence in its ongoing liquidity and operational performance. This could lead to improved investor sentiment and potentially higher equity valuations.
Competitive Positioning: By reducing debt, Adecoagro could also be positioning itself more favorably relative to its peers, possibly improving its credit ratings. This would lower its future cost of capital, allowing for more aggressive growth strategies or shareholder returns.
In conclusion, the tender offer not only reflects prudent financial management but also positions Adecoagro as a responsive and strategic entity in the agricultural sector, likely yielding positive market reactions both in the short term and as part of a broader long-term strategy.
The legal intricacies of Adecoagro's tender offer are noteworthy, particularly the stipulations around the acceptance and withdrawal of Notes. The offer is conducted under stringent terms set forth in the Offer to Purchase, ensuring compliance with relevant securities laws across various jurisdictions.
Regulatory Compliance: The detailed conditions and the flexibility in the settlement dates exhibit a meticulous approach to regulatory compliance, mitigating potential legal risks associated with such financial transactions. Additionally, the ability to amend or terminate the offer, as well as the explicit reservation of rights by the issuer, demonstrates a thorough understanding of legal safeguards.
International Jurisdiction: The multi-jurisdictional nature of the guarantors (Argentina and Brazil) requires navigating complex regulatory landscapes, underscoring the issuer's commitment to legal prudence.
Overall, Adecoagro's tender offer process reflects a well-structured legal strategy designed to optimize financial outcomes while adhering to the regulatory frameworks, thereby ensuring investor protection and corporate integrity.
The Tender Offer is being made upon the terms and subject to the conditions set forth in an offer to purchase, dated July 22, 2024 (the "Offer to Purchase"). Any capitalized term used but not defined in this press release has the respective meaning set forth in the Offer to Purchase.
The following table sets forth the material pricing terms of the Tender Offer:
Title of Security | CUSIP / ISIN | Principal Amount Outstanding | Tender Offer Consideration(1) | Early Tender Premium (2) | Total Consideration(3) | ||||||||
CUSIP No. 144A: 00676L AA4/ Reg. S: L00849 AA4 ISIN No. 144A: US00676LAA44/ Reg. S: USL00849AA47 | |||||||||||||
(1) | The amount to be paid for each | ||||||||||||
(2) | Per | ||||||||||||
(3) | The amount to be paid for each | ||||||||||||
The Tender Offer will expire at 5:00 p.m., New York City time, on August 19, 2024, unless extended by the Issuer (such time and date, as it may be extended, the "Expiration Date"). The deadline for Holders to validly tender (and not validly withdraw) Notes in the Tender Offer and be eligible to receive payment of the Total Consideration, which includes the Early Tender Premium, will be 5:00 p.m. (New York City time) on August 2, 2024, unless extended by the Issuer (such time and date, as it may be extended, the "Early Tender Date").
The "Total Consideration" for each US
The Issuer, in its sole discretion, may elect to purchase Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Date (and whose Notes are accepted for purchase) two business days following the Early Tender Date but before the Expiration Date. If the Issuer does not, in its sole discretion, elect to pay for such early tendered Notes prior to the Expiration Date, then all Notes up to the Maximum Tender Amount that are validly tendered and not validly withdrawn in the Tender Offer will be accepted for purchase on a date that is expected to be two business days following the Expiration Date or as promptly as practicable thereafter.
Withdrawal rights with respect to tendered Notes will terminate at 5:00 p.m., New York City time, on August 2, 2024, unless extended by the Issuer (such time and date, as it may be extended, the "Withdrawal Date"). Accordingly, following the Withdrawal Date, Notes validly tendered, including Notes tendered prior to the Withdrawal Date and Notes tendered thereafter, may no longer be validly withdrawn except in certain limited circumstances where additional withdrawal rights are required by applicable law (as determined by the Issuer).
If the purchase of all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date would cause the Issuer to accept for purchase an aggregate principal amount of Notes that exceeds the Maximum Tender Amount, then the Tender Offer will be oversubscribed at the Early Tender Date and, assuming satisfaction or waiver of the conditions to the Tender Offer, the Issuer will purchase on, at its option, the Early Settlement Date or the Final Settlement Date Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date and accepted for purchase on a prorated basis according to the principal amount of such Notes, such that the Issuer purchases an aggregate principal amount of Notes that does not exceed the Maximum Tender Amount.
If the Tender Offer is not oversubscribed at the Early Tender Date and the purchase of all Notes validly tendered after the Early Tender Date but at or prior to the Expiration Date (when combined with all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date) would cause the Issuer to accept for purchase an aggregate principal amount of Notes that exceeds the Maximum Tender Amount, then the Tender Offer will be oversubscribed at the Expiration Date and, assuming satisfaction or waiver of the conditions to the Tender Offer, the Issuer will purchase on the Final Settlement Date Notes validly tendered at or prior to the Expiration Date and accepted for purchase, as follows:
- first, to the extent there was no Early Settlement Date, all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date; and
- second, all Notes validly tendered after the Early Tender Date but at or prior to the Expiration Date, on a prorated basis according to the principal amount of such Notes, such that the Issuer purchases an aggregate principal amount of Notes that does not exceed the Maximum Tender Amount.
All tendered Notes not accepted will be promptly credited to the Holder's account with DTC or otherwise returned to the Holder without cost.
The Issuer's obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain conditions set forth in the Offer to Purchase.
The Issuer has the right to amend or terminate the Tender Offer at any time and to increase or decrease the Maximum Tender Amount in its sole discretion, subject to applicable law. If the Tender Offer is terminated at any time, the Notes tendered will be promptly returned to the tendering Holders without compensation or cost to such Holders and will remain outstanding. The Issuer reserves the right, in its sole discretion, to not accept any tenders of Notes for any reason. The Issuer and its affiliates reserve the absolute right, in their sole discretion, from time to time to redeem or purchase any Notes that remain outstanding after the Expiration Date through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, upon such terms and at such prices as they may determine, which may be more or less than the price to be paid pursuant to the Tender Offer.
Copies of the Offer to Purchase are available to Holders from D.F. King & Co., Inc., the tender agent and the information agent for the Tender Offer (the "Tender and Information Agent"). Requests for copies of the Offer to Purchase should be directed to D.F. King at +1 (800) 755-7250 (toll-free), (212) 269-5550 (collect) or adecoagro@dfking.com.
The Issuer has engaged J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC to act as dealer managers (the "Dealer Managers") in connection with the Tender Offer. In such capacity, the Dealer Managers may contact Holders regarding the Tender Offer and may request brokers, dealers, commercial banks, trust companies and other nominees to forward the Offer to Purchase and related materials to beneficial owners of Notes. The Dealer Managers can be contacted at their telephone numbers set forth on the back cover page of the Offer to Purchase with questions regarding the Tender Offer.
Neither the Offer to Purchase nor any related documents have been filed with the
Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of the Issuer, the Guarantors or any of their affiliates in the
Important Notice Regarding 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 the Issuer 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.
Disclaimer
This press release must be read in conjunction with the Offer to Purchase. This press release and the Offer to Purchase contain important information that must be read carefully before any decision is made with respect to the Tender Offer. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, from its attorney, accountant or other independent financial or legal adviser. None of the Issuer, the Guarantors, the Dealer Managers, the Tender and Information Agent or any affiliate of such persons expresses any opinion as to whether the terms of the Tender Offer are fair to any Holder. Holders must make their own decision as to whether to tender any Notes and, if so, the principal amount of Notes to tender.
SOURCE Adecoagro S.A.
For questions please contact:
Victoria Cabello
IR Officer
Email: ir@adecoagro.com
About Adecoagro:
Adecoagro is a leading sustainable production company in
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SOURCE Adecoagro S.A.
FAQ
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