Form 8-K - Current report

0000880266falseAGCO CORP /DE00008802662024-11-012024-11-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

November 1, 2024

Date of Report

(Date of earliest event reported)

AGCO CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware

001-12930

58-1960019

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

4205 River Green Parkway

Duluth, Georgia 30096

(Address of principal executive offices, including Zip Code)

770 813-9200

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act
Title of Class			Trading Symbol			Name of exchange on which registered
Common stock			AGCO			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 2.01.    Completion of Acquisition or Disposition of Assets.

On November 1, 2024, AGCO Corporation (“AGCO” or the "Company") and its wholly-owned subsidiary Massey Ferguson Corp. completed the previously announced sale (the “Divestiture”) of AGCO’s Grain & Protein business, which includes the GSI®, Automated Production® (AP), Cumberland®, Cimbria® and Tecno® brands, to A-AG Holdco Limited, an affiliate of American Industrial Partners, pursuant to a Stock and Asset Purchase Agreement (the “Purchase Agreement”) entered into on July 25, 2024, for a purchase price of $700 million, subject to customary working capital and other adjustments.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Purchase Agreement. A copy of the Purchase Agreement was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by AGCO on July 25, 2024 and is, along with the description of the same contained in Item 1.01 of such 8-K, incorporated herein by reference.

Item 7.01.    Regulation FD.

On November 1, 2024, the Company issued a press release announcing the completion of the Divestiture. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
99.1						Press Release issued by the Company on November 1, 2024
104						Cover Page Interactive Data File - the cover page from this current report on Form 8-K is formatted in Inline XBRL.

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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 hereunto duly authorized.

AGCO Corporation
By:			/s/ Damon Audia
			Damon Audia Senior Vice President and Chief Financial Officer

Dated: November 1, 2024

NEWS RELEASE www.AGCOcorp.com For immediate release – AGCO Investor Contact AGCO Media Contact Greg Peterson Rachel Potts V.P., Investor Relations V.P., Chief Communications Officer 770-232-8229 678-654-7719 [e-mail] [e-mail] AGCO Completes Divestiture of Grain & Protein Business DULUTH, Ga., November 1, 2024 – AGCO Corporation (NYSE: AGCO), a global leader in the design, manufacture and distribution of agricultural machinery and precision ag technology, has completed the previously announced divestiture of the majority of its Grain & Protein business to American Industrial Partners (“AIP”) effective November 1, 2024, in an all-cash transaction valued at approximately $700 million. “Divesting of Grain & Protein is a significant milestone in AGCO’s strategic transformation, accelerated by the PTx Trimble joint venture, which was completed in April 2024,” said Eric Hansotia, AGCO’s Chairman, President and Chief Executive Officer. “AGCO’s portfolio is now focused on award-winning agricultural machinery and precision ag technology products, which underpins a long-term focus on high growth, high margin and significant free cash flow generating businesses.” Proceeds from the sale, net of working capital and other customary closing adjustments, will be used consistent with AGCO’s stated capital allocation priorities, including primarily debt repayment, as well as investment in technology and organic growth initiatives and return of capital to shareholders. Morgan Stanley & Co. LLC and Rabo Securities USA, Inc. acted as financial advisors to AGCO. Simpson Thacher & Bartlett LLP acted as legal advisor to AGCO. About AGCO AGCO (NYSE: AGCO) is a global leader in the design, manufacture and distribution of agricultural machinery and precision ag technology. AGCO delivers value to farmers and OEM customers through its differentiated brand portfolio, including leading brands Fendt®, Massey Ferguson®, PTx and Valtra®. AGCO's full line of equipment, smart farming solutions and

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2 services helps farmers sustainably feed our world. Founded in 1990 and headquartered in Duluth, Georgia, USA, AGCO had net sales of approximately $14.4 billion in 2023. For more information, visit www.agcocorp.com. Cautionary Statements Regarding Forward-Looking Information Forward-looking statements in this release, including statements about the transaction and our strategic plans as well as the financial impact to the Company resulting therefrom, and our ability to close the transaction and the timing of the closing, are subject to risks that could cause actual results to differ materially from those suggested by the statements. These risks include, but are not limited to, the ability to successfully complete the divestiture of Grain & Protein on a timely basis, including receipt of required regulatory approvals and satisfaction of other conditions, the risk that the loss on sale of the assets could ultimately be greater than we currently expect, and the ability of the Company to use the proceeds of the transaction consistent with its stated capital allocation priorities. Further information concerning these and other risks is included in AGCO’s filings with the SEC, including its Form 10-K for the year ended December 31, 2023 and subsequent Form 10-Q filings. AGCO disclaims any obligation to update any forward-looking statements except as required by law. ###

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Cover Page Statement	Nov. 01, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 01, 2024
Entity Registrant Name	AGCO CORP /DE
Entity Incorporation, State or Country Code	DE
Entity File Number	001-12930
Entity Tax Identification Number	58-1960019
Entity Address, Address Line One	4205 River Green Parkway
Entity Address, City or Town	Duluth
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30096
City Area Code	770
Local Phone Number	813-9200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock
Trading Symbol	AGCO
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000880266
Amendment Flag	false

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