Report of Foreign Issuer (6-k)
June 04 2014 - 1:49PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the month of June, 2014
Commission File Number 001-35052
Adecoagro S.A.
(Translation of registrants name into English)
13-15 Avenue de la Liberté
L-1931 Luxembourg
R.C.S. Luxembourg B 153 681
(Address of principal executive office)
Indicate by check mark whether the
registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F
x
Form 40-F
¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):
¨
Indicate by check mark whether the
registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
¨
No
x
If Yes is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- .
EXPLANATORY NOTE
This Report of Foreign Private Issuer on Form 6-K (this Form 6-K) is being filed by Adecoagro S.A. (Adecoagro or the
Company) with the Securities and Exchange Commission (the SEC) and is incorporated by reference into the Companys Registration Statement on Form F-3 filed with the SEC on December 6, 2013 (File No. 333-191325)
and will be deemed to be a part thereof from the date on which this Form 6-K is filed with the SEC, to the extent not superseded by documents or reports subsequently filed or furnished. The Form 6-K contains, as Exhibit 99.1, Operating and Financial
Review and Prospects, which reviews Adecoagros results of operations and financial condition as of March 31, 2014, and for the three month periods ended, March 31, 2014 and 2013.
This report also incorporates by reference the Companys current report on Form 6-K filed with the SEC on May 15, 2014 containing Adecoagros
unaudited condensed consolidated interim financial statements as of and for the three-month period ended March 31, 2014 (the Financial Statements), which are accordingly incorporated by reference in the registration statement on
Form F-3 referred to in the preceding paragraph. This report also incorporates by reference the Companys annual report on Form 20-F filed with the SEC on April 30, 2014 (our Form 20-F).
Forward Looking Statements
This report contains forward-looking statements. The registrant desires to qualify for the safe-harbor provisions
of the Private Securities Litigation Reform Act of 1995, and consequently is hereby filing cautionary statements identifying important factors that could cause the registrants actual results to differ materially from those set forth herein and
in the attached Condensed Audited Financial Statements.
The registrants forward-looking statements are based on the
registrants current expectations, assumptions, estimates and projections about the registrant and its industry. These forward-looking statements can be identified by words or phrases such as anticipate, believe,
continue, estimate, expect, intend, is/are likely to, may, plan, should, would, or other similar expressions.
The forward-looking statements included in the attached relate to, among others: (i) the registrants business
prospects and future results of operations; (ii) weather and other natural phenomena; (iii) developments in, or changes to, the laws, regulations and governmental policies governing the registrants business, including limitations on
ownership of farmland by foreign entities in certain jurisdictions in which the registrant operate, environmental laws and regulations; (iv) the implementation of the registrants business strategy, including its development of the
Ivinhema mill and other current projects; (v) the registrants plans relating to acquisitions, joint ventures, strategic alliances or divestitures; (vi) the implementation of the registrants financing strategy and capital
expenditure plan; (vii) the maintenance of the registrants relationships with customers; (viii) the competitive nature of the industries in which the registrant operates; (ix) the cost and availability of financing;
(x) future demand for the commodities the registrant produces; (xi) international prices for commodities; (xii) the condition of the registrants land holdings; (xiii) the development of the logistics and infrastructure for
transportation of the registrants products in the countries where it operates; (xiv) the performance of the South American and world economies; and (xv) the relative value of the Brazilian Real, the Argentine Peso, and the Uruguayan
Peso compared to other currencies; as well as other risks included in the registrants other filings and submissions with the United States Securities and Exchange Commission.
These forward-looking statements involve various risks and uncertainties. Although the registrant believes that its
expectations expressed in these forward-looking statements are reasonable, its expectations may turn out to be incorrect. The registrants actual results could be materially different from its expectations. In light of the risks and
uncertainties described above, the estimates and forward-looking statements discussed in the attached might not occur, and the registrants future results and its performance may differ materially from those expressed in these forward-looking
statements due to, inclusive, but not limited to, the factors mentioned above. Because of these uncertainties, you should not make any investment decision based on these estimates and forward-looking statements.
The forward-looking statements made in the attached relate only to events or information as of the date on which the
statements are made in the attached. The registrant undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated
events.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
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Adecoagro S.A.
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By
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/s/ Carlos A. Boero Hughes
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Name:
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Carlos A. Boero Hughes
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Title:
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Chief Financial Officer and
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Chief Accounting Officer
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Date: June 4, 2014
Exhibit Index
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99.1
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Operating and Financial Review and Prospects
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99.2
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Export-Prepayment Finance Agreement dated as of March 10, 2014 by and among Adecoagro Vale do Ivinhema S.A., Adecoagro Brasil Participacoes S.A., Usina Monte Alegre Ltda, ING Bank N.V., ING Bank N.V. (Sao Paulo Branch), and ING
Capital LLC.
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