#None #Tender Offer #2027 Notes #Adecoagro S.A.

Adecoagro S.A. Announces Tender Offer for Its 2027 Notes

Adecoagro S.A., a prominent player in sustainable agricultural production in South America, has officially announced a cash tender offer for its outstanding 6.000% Notes due in 2027. This strategic move marks a significant step for the company in managing its debt and optimizing its financial structure.

The tender offer commenced on July 18, 2025, giving holders of the notes an opportunity to submit their bonds for purchase at a favorable consideration of $1,000.00 per $1,000.00 principal amount. Notably, holders will also receive accrued interest up to the specified settlement date, expected to occur within three business days after the offer’s expiration.

The total principal amount outstanding for these notes is approximately $415.6 million, reflecting Adecoagro's commitment to improving its capital management strategies. The offer will expire at 5:00 PM New York City time on July 24, 2025, unless the company opts to extend or terminate the offer earlier.

Issuance and Repurchase Strategies

As part of the tender offer, Adecoagro aims not only to manage its existing liabilities but also to position itself advantageously for future capital markets activities. In line with this, the company may give preference to investors who participate in the tender offer when allocating new notes in future offerings. This could serve as an incentive for existing holders to take part in the tender, enhancing Adecoagro's overall liquidity and financial prowess.

The new notes, which will be issued concurrently with the offer, are intended to support the company’s funding requirements. These notes are to be offered under Regulation S and Rule 144A of the U.S. Securities Act, which means that the securities will not be registered and are intended primarily for qualified institutional buyers.

Conditions and Considerations

Notably, the tender offer is contingent upon certain conditions, including the successful pricing and receipt of proceeds from the new notes offering. Adecoagro plans to utilize the proceeds from these new securities for multiple purposes—primarily to fund the tender offer but also potentially to redeem any remaining outstanding notes post-expiration.

Upon execution of the tender offer, holders who properly tender their notes will receive their payments promptly. It is worth noting that while the company seeks to enhance its financial flexibility, it retains the discretion to modify terms or cancel the tender offer based on market conditions or other regulatory considerations.

Adecoagro’s Executive Perspective

Victoria Cabello, IR Officer at Adecoagro, expressed confidence in this initiative, emphasizing the company's ongoing commitment to financial stability and growth. The tender offer is seen as a prudent approach to capital management, aligning with Adecoagro's overall strategic objectives in the competitive agricultural sector.

About Adecoagro

Adecoagro operates across Argentina, Brazil, and Uruguay, emphasizing sustainable practices in its production processes. The company owns over 210 thousand hectares of farmland, cultivating various crops and generating renewable energy. With over 2.8 million tons of agricultural output and 1 million megawatt-hours of electricity, Adecoagro stands as a vital force in the South American agricultural industry. This tender offer is not just a financial maneuver; it reflects Adecoagro’s broader commitment to sustainability and growth in the sector.

For investors and stakeholders, the tender offer presents a significant opportunity within the context of Adecoagro's strategic objectives aimed at enhancing operational capacity and attaining long-term financial growth.