0000902664-18-000457.txt : 20180126 0000902664-18-000457.hdr.sgml : 20180126 20180126162316 ACCESSION NUMBER: 0000902664-18-000457 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180126 DATE AS OF CHANGE: 20180126 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Adecoagro S.A. CENTRAL INDEX KEY: 0001499505 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86092 FILM NUMBER: 18552165 BUSINESS ADDRESS: STREET 1: 13-15 Avenue de la Liberte CITY: N/A STATE: N4 ZIP: L-1931 BUSINESS PHONE: 352 2689-8213 MAIL ADDRESS: STREET 1: 13-15 Avenue de la Liberte CITY: N/A STATE: N4 ZIP: L-1931 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ospraie Management, LLC CENTRAL INDEX KEY: 0001326533 IRS NUMBER: 432079473 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 437 MADISON AVENUE, 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 602-5057 MAIL ADDRESS: STREET 1: 437 MADISON AVENUE, 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 p18-0258sc13ga.htm ADECOAGRO S.A.

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.7)*
 

ADECOAGRO S.A.

(Name of Issuer)
 

Common Shares

(Title of Class of Securities)
 

L00849106

(CUSIP Number)
 

December 31, 2017

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
 
(Page 1 of 12 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. L0084910613G/APage 2 of 11 Pages

 

1

NAME OF REPORTING PERSON

Ospraie Equity Master Fund L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

-0-

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

PN

         

 

 

 

CUSIP No. L0084910613G/APage 3 of 11 Pages

 

1

NAME OF REPORTING PERSON

Ospraie Special Opportunities Master Holdings Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

-0-

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

OO

         

 

 

 

CUSIP No. L0084910613G/APage 4 of 11 Pages

 

1

NAME OF REPORTING PERSON

Ospraie Management, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

-0-

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

IA

         

 

 

 

CUSIP No. L0084910613G/APage 5 of 11 Pages

 

1

NAME OF REPORTING PERSON

Ospraie Advisors, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

-0-

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

PN

         

 

 

 

CUSIP No. L0084910613G/APage 6 of 11 Pages

 

1

NAME OF REPORTING PERSON

Dwight Anderson

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

-0-

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

-0-

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

IN

         

 

 

 

CUSIP No. L0084910613G/APage 7 of 11 Pages

This Amendment No. 7 amends and supplements the statement on Schedule 13G filed with the Securities and Exchange Commission (the “SEC”) on October 3, 2011, Amendment No. 1 filed with the SEC on February 14, 2012, Amendment No. 2 filed with the SEC on February 14, 2013, Amendment No. 3 filed with the SEC on February 14, 2014, Amendment No. 4 filed with the SEC on February 17, 2015, Amendment No. 5 filed with the SEC on February 16, 2016, and Amendment No. 6 filed with the SEC on February 14, 2017 (collectively, together with this Amendment No. 7, the "Schedule 13G"). The Reporting Persons are filing this Amendment No. 7 pursuant to Rule 13d-1(d) as they have determined that the Schedule 13G would properly be filed under such Rule.

 

Item 1(a). NAME OF ISSUER
   
  Adecoagro S.A. (the “Company”)

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
 

Vertigo Naos Building, 6, Rue Eugene Ruppert

L-2453, Luxembourg

R.C.S. Luxembourg B 153 681

 

Item 2(a). NAME OF PERSON FILING
   
  (i)  Ospraie Equity Master Fund L.P. (“Equity Master”), with respect to the Common Shares, par value $1.50 per share (the “Common Shares”) held by it;  Ospraie (Cayman) GP E Ltd. (“Equity GP”), serves as the general partner of Equity Master; Ospraie Group II, LLC (“Group II”) serves as the managing member of Equity GP; and Ospraie Holding II, LLC (“Holding II”) serves as the managing member of Group II;
   
  (ii)  Ospraie Special Opportunities Master Holdings Ltd. (“Master Holdings”), with respect to the Common Shares held by it;
   
  (iv)  Ospraie Management, LLC (“Investment Manager”), which serves as the managing member of Advisors LLC (as defined below), with respect to the Common Shares directly held by Master Holdings; Ospraie Holding I, L.P. (“Ospraie Holding”) serves as the managing member of Investment Manager; and Ospraie Management, Inc. (“Ospraie Management”) serves as the general partner of Ospraie Holding;
   
  (v)  Ospraie Advisors, L.P. (“Advisors LP”), which serves as the investment manager to Master Holdings with respect to the Common Shares directly held by Master Holdings; and Ospraie Advisors, LLC (“Advisors LLC”) serves as the general partner to Advisors LP; and
   
  (vi)  Dwight Anderson (“Mr. Anderson”), the president and sole shareholder of Ospraie Management, with respect to the Common Shares directly held by Master Holdings and as managing member of Holding II, with respect to the Common Shares directly held by Equity Master.
   
  The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
   
  The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the securities reported herein.  

 

CUSIP No. L0084910613G/APage 8 of 11 Pages

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
 

All Reporting Persons and associated investment advisors referenced herein are located at:

 

437 Madison Avenue, 28th Floor

New York, NY 10022, U.S.A.

 

Item 2(c). CITIZENSHIP
   
 

Equity Master is a Cayman Islands exempted limited partnership.

Master Holdings is a Cayman Islands exempted company.

Investment Manager is a Delaware limited liability company.

Advisors LP is a Delaware limited partnership.

Mr. Anderson is a citizen of The United States of America.

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Common Shares, par value $1.50 per share

 

Item 2(e). CUSIP NUMBER
   
  L00849106

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a–8);
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  (h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a–3);
  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

CUSIP No. L0084910613G/APage 9 of 11 Pages

 

  If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _________________________________________

 

Item 4. OWNERSHIP
   
  The percentages used herein are calculated based upon 121,381,815 Common Shares outstanding, as reported in the Company’s Condensed Consolidated Interim Financial Statements as of September 30, 2017 filed on November 14, 2017.

 

  (a) Amount Beneficially Owned See Item 9 of cover pages.
     
  (b)  Percent of Class See Item 11 of cover pages.
     
  (c) Number of shares as to which the person has See Items 5-8 of cover pages.
 

(i) sole power to vote or to direct the vote

(ii) shared power to vote or to direct the vote

(iii) sole power to dispose or to direct the disposition of

(iv) shared power to dispose or to direct the disposition of

  

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [X]

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  Not applicable.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.

 

Item 10. CERTIFICATION

 

  By signing below each of the Reporting Persons certify that, to the best of such person’s knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

CUSIP No. L0084910613G/APage 10 of 11 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: January 26, 2018

 

  OSPRAIE MANAGEMENT, LLC
By: Ospraie Holding I, L.P., its Managing Member
By: Ospraie Management, Inc., its General Partner
   
By: /s/ Jason Mraz
  Jason Mraz
  Authorized Signatory
   
   
  OSPRAIE ADVISORS, L.P.
By: Ospraie Advisors, LLC, its General Partner
By: Ospraie Management, LLC, its Managing Member
By: Ospraie Holding I, L.P., its Managing Member
By: Ospraie Management Inc., its General Partner
   
By: /s/ Jason Mraz
  Jason Mraz
  Authorized Signatory
   
   
  OSPRAIE EQUITY MASTER FUND L.P.
By: Ospraie (Cayman) GP E Ltd., its General Partner
By: Ospraie Group II, LLC, its Managing Member
By: Ospraie Holding II, LLC, its Managing Member
   
By: /s/ Jason Mraz
  Jason Mraz
  Authorized Signatory
   
   
  OSPRAIE SPECIAL OPPORTUNITIES MASTER HOLDINGS LTD.
By: Ospraie Advisors L.P., its Investment Manager
By: Ospraie Advisors, LLC, its General Partner
By: Ospraie Management, LLC, its Managing Member
By: Ospraie Holding I, L.P., its Managing Member
By: Ospraie Management Inc., its General Partner
   
By: /s/ Jason Mraz
  Jason Mraz
  Authorized Signatory
     

 

 

CUSIP No. L0084910613G/APage 11 of 11 Pages

 

   
  DWIGHT ANDERSON
   
By: /s/ Dwight Anderson
  Dwight Anderson