Marval O´Farrel Mairal advised on Adecoagro´s successful issuance of notes for an aggregate principal amount of US$500,000,000 and cash tender offer for any and all of its outstanding notes due 2027
On July 29, 2025, Adecoagro S.A. (“Adeco”), a leading agro-industrial company with a fully integrated business model and operations in Brazil, Argentina and Uruguay, issued notes in the international capital markets bearing a fixed annual nominal interest rate of 7.500%, maturing on July 29, 2032, in an aggregate principal amount of US$500,000,000 (the “Issuance” and the “Notes”, respectively). The Notes are denominated and payable in U.S. Dollars outside of Argentina and were issued pursuant to Rule 144A and Regulation S under the U.S. Securities Act. The Notes are guaranteed by certain subsidiaries of Adeco and are governed by the laws of the State of New York.
Concurrently, Adeco launched a cash tender offer for any and all of its outstanding notes due 2027 (the “2027 Notes”) bearing a fixed interest rate of 6.000% (the “Cash Tender Offer” and together with the “Issuance”, the “Transaction”).
The net proceeds from the offering of the Notes will be used to (i) repurchase the 2027 Notes tendered pursuant to the Cash Tender Offer (and to pay related expenses in connection therewith); and (ii) use the remainder, if any, for general corporate purposes, including capital expenditures and liability management.
Itau BBA USA Securities, Inc., J.P. Morgan Securities LLC, Balanz Capital UK LLP, Banco BTG Pactual S.A. – Cayman Branch and Morgan Stanley & Co. LLC acted as initial purchasers for the Issuance of the Notes and as dealer managers in connection with the Cash Tender Offer (the “International Placement Agents”). The Bank of New York Mellon acted as Trustee, Registrar, Paying Agent and Transfer Agent under the indenture entered into, among others, with Adeco.
The Transaction involved the participation of diverse advisors in several jurisdictions such as Luxembourg, the United States, Singapore, Argentina, Brazil, and Uruguay, among others.
Marval O’Farrell Mairal, acted as local legal advisor to the Transaction.
Milbank LLP acted as legal advisor to the International Placement Agents as to U.S. Law.
Davis Polk & Wardwell LLP acted as legal advisor to Adeco as to U.S. Law.
Local legal advisors
Marval O’Farrell Mairal through the team led by partners Pablo Vinals Blake and Sergio Tálamo and associates Martín Iván Lanus and Pedro María Azumendi.
In-House Legal and Financial Advisors to Loma Negra.
Adeco was advised by Emilio Gnecco (CFO), Jonathan Goldschmidt (Corporate Planning Director) and Victoria Cabello (Investor Relations Officer) as internal financial advisors and by Josefina Diaz Vega (General Counsel) and María Victoria Matelica (Legal affairs responsible of ARG & UY) as internal legal counsel.