Report of Foreign Issuer (6-k)
August 31 2016 - 1:08PM
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 August, 2016
Commission File Number 001-35052
Adecoagro
S.A.
(Translation of registrant’s 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 Company’s 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the date on which this Form 6-K is filed with the SEC, to the extent not superseded by documents or reports subsequently filed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. This Form 6-K contains, as Exhibit 99.1, Operating and Financial Review and Prospects, which reviews Adecoagro’s
results of operations and financial condition as of and for the three-months ended June 30, 2016.
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 registrant’s actual results to differ materially from those set forth herein and in the attached Condensed Audited
Financial Statements.
The registrant’s
forward-looking statements are based on the registrant’s 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 registrant’s 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 registrant’s 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 registrant’s
business strategy, including its development of the Ivinhema mill and other current projects; (v) the registrant’s plans
relating to acquisitions, joint ventures, strategic alliances or divestitures; (vi) the implementation of the registrant’s
financing strategy and capital expenditure plan; (vii) the maintenance of the registrant’s 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 registrant’s land holdings; (xiii) the development of the logistics and infrastructure for transportation of the registrant’s
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 registrant’s 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 registrant’s 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 registrant’s 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: August 31, 2016
Exhibit Index
99.1
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Operating and Financial Review and Prospects
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