SEC Comment Letter for Adecoagro S.A. (AGRO) (CIK 0001499505) (AGRO) — Nov 4, 2013
Adecoagro S.A. (AGRO) (CIK 0001499505)
Date: Nov. 4, 2013 · CIK: 0001499505 · Accession: 0000000000-13-060503
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-191325
Referenced dates: October 17, 2013
Letter
November 4 , 2013 Via E -mail Mariano Bosch Chief Executive Officer Adecoagro S.A. Société anonyme 13-15 Avenue de la Liberté L-1931 Luxembourg R.C.S. Luxenbourg B 153 681
Re: Adecoagro S.A. Amendment No. 1 to Registration Statement on Form F-3 Filed October 23 , 2013 File No. 333-191325
Dear Mr. Bosch :
We have reviewed your responses to the comments in our letter dated October 17, 2013 and have the following additional comments.
Exhibit 5.1
1. Please refer to the fourth numbered paragraph and the language “we have assumed that all copies of documents that we have reviewed conform to the originals, that all originals are genuine, accurate, complete and up to date.” Please have coun sel delete the phrase “up to date ” as it is inappropriate to assume material facts underlying counsel’s opinion or facts that are readily ascertainable.
2. We note your response to our prior comment 3 and reissue. Please r efer to the ninth number ed paragrap h and the language “and the Luxembourg courts shall have exclusive jurisdiction thereon.” Please have counsel delete this inapprop riate jurisdictional limitation or, alternatively, provide us with the legal basis under U.S. federal securities laws for the inclusion of this language . In this regard , please refer to the jurisdictional provisions of the U.S. federal securities laws and any applicable case law that support s the inclusion of this language. Additionally, p lease also have counsel explain to us why this language does not explicitly or implicitly limit and condition reliance by purchasers in the offering.
Mariano Bosch Adecoagro S.A. November 4 , 2013 Page 2
Please contact Donald E. Field at (202) 551 -3680 or me at (202) 551 -3469 with any questions.
Sincerely,
/s/ Justin Dobbie
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November 4 , 2013 Via E -mail Mariano Bosch Chief Executive Officer Adecoagro S.A. Société anonyme 13-15 Avenue de la Liberté L-1931 Luxembourg R.C.S. Luxenbourg B 153 681 Re: Adecoagro S.A. Amendment No. 1 to Registration Statement on Form F-3 Filed October 23 , 2013 File No. 333-191325 Dear Mr. Bosch : We have reviewed your responses to the comments in our letter dated October 17, 2013 and have the following additional comments. Exhibit 5.1 1. Please refer to the fourth numbered paragraph and the language “we have assumed that all copies of documents that we have reviewed conform to the originals, that all originals are genuine, accurate, complete and up to date.” Please have coun sel delete the phrase “up to date ” as it is inappropriate to assume material facts underlying counsel’s opinion or facts that are readily ascertainable. 2. We note your response to our prior comment 3 and reissue. Please r efer to the ninth number ed paragrap h and the language “and the Luxembourg courts shall have exclusive jurisdiction thereon.” Please have counsel delete this inapprop riate jurisdictional limitation or, alternatively, provide us with the legal basis under U.S. federal securities laws for the inclusion of this language . In this regard , please refer to the jurisdictional provisions of the U.S. federal securities laws and any applicable case law that support s the inclusion of this language. Additionally, p lease also have counsel explain to us why this language does not explicitly or implicitly limit and condition reliance by purchasers in the offering. Mariano Bosch Adecoagro S.A. November 4 , 2013 Page 2 Please contact Donald E. Field at (202) 551 -3680 or me at (202) 551 -3469 with any questions. Sincerely, /s/ Justin Dobbie Justin Dobbie Legal Branch Chief cc: Via E -mail Frank Vivero , Esq. Haynes and Boone, LLP