AGCO Corp SC 13D/A Amendment Filed

TL;DR

AGCO Corp 13D/A amended, ownership changes reported.

AI Summary

On August 6, 2024, AGCO Corporation filed an amendment (Amendment No. 18) to its Schedule 13D. The filing indicates changes in beneficial ownership of AGCO Corporation's common stock. The filing was made by SRINIVASAN MALLIKA, with legal representation from Olshan Frome Wolosky LLP and Quinn Emanuel Urquhart & Sullivan LLP.

Why It Matters

This filing is an update to a Schedule 13D, which is used by investors who acquire a significant stake in a public company. It signals potential changes in control or strategy for AGCO Corporation.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in investor influence, which can introduce volatility.

Key Numbers

• 18 — Amendment Number (Indicates this is the 18th update to the filing.)

Key Players & Entities

• AGCO CORP /DE (company) — Subject Company
• SRINIVASAN MALLIKA (person) — Filing Person
• Andrew M. Freedman (person) — Authorized Representative
• Olshan Frome Wolosky LLP (company) — Legal Counsel
• Dennis Hranitzky (person) — Authorized Representative
• Quinn Emanuel Urquhart & Sullivan LLP (company) — Legal Counsel

FAQ

Key Financial Figures

• $585,803,125.51 — . The Reporting Persons paid a total of $585,803,125.51 (exclusive of brokers’ commission
• $670.6 million — ess, which has incurred a total loss of $670.6 million after being acquired by AGCO for nearly
• $1.5 billion — after being acquired by AGCO for nearly $1.5 billion. Moreover, the Issuer’s acquisiti

Filing Documents

• sc13da1814210002_07222024.htm (SC 13D/A) — 119KB
• 0001193805-24-000994.txt ( ) — 121KB

Security

Item 1. Security and Issuer This Schedule 13D relates to shares of the common stock (the “Common Stock”) of AGCO Corporation (“AGCO” or the “Issuer”), the principal executive offices of which are located at 4205 River Green Parkway, Duluth, Georgia 30096.

Source and

Item 3. Source and Amount of Funds or Other Consideration Except for the 23,713 shares that Ms. Srinivasan (together with the Companies (as defined below), the “Reporting Persons”) holds directly and that were awarded to her under the AGCO Corporation 2006 Long-Term Incentive Plan for her services as a director of the Issuer, the source of the funds used by the Reporting Persons to purchase the reported shares, pursuant to the Purchase Plans, was the working capital of Tractors and Farm Equipment Limited (“TAFE”) or of TAFE Motors and Tractors Limited (“TAFE Motors and Tractors” and, together with TAFE, the “Companies”). The Reporting Persons paid a total of $585,803,125.51 (exclusive of brokers’ commissions and other administrative costs) to purchase the reported shares. Ms. Srinivasan did not pay for the shares that were awarded to her under the AGCO Corporation 2006 Long-Term Incentive Plan.

Purpose of

Item 4. Purpose of Transaction.

of the Schedule 13D

Item 4 of the Schedule 13D is hereby further amended and supplemented by adding the following: The Reporting Persons are the largest shareholders of the Issuer, holding approximately 16.3% of the Issuer’s outstanding Common Stock in the aggregate. The Reporting Persons have been long-term strategic investors in the Issuer with more than six decades of partnership that has included a variety of commercial agreements that have been mutually beneficial to both AGCO and TAFE. The Reporting Persons have serious concerns regarding recent actions taken by the Issuer. This includes, but is not limited to, calculated and protectionist actions that certain members of the Issuer’s Board of Directors (the “Board”) – namely Chairman and CEO Eric Hansotia, Lead Director and Chair of the Governance Committee Michael C. Arnold, and Chair of the Audit Committee Sondra Barbour – have taken that the Reporting Persons believe have the potential to further negatively impact AGCO’s operational performance, shareholder returns, and corporate governance. Rather than address issues plaguing AGCO that the Reporting Persons have repeatedly called attention to, including flaws with AGCO’s corporate governance, wholly inadequate engagement with shareholders, and financial and operational performance in key areas, these directors have sought to distort agreements, trust, and cooperative frameworks that existed between AGCO and TAFE to suppress and restrain the Reporting Persons from fulfilling responsibilities both in the interest of the Issuer and of enhanced value creation for all shareholders. Specifically, Messrs. Arnold and Hansotia and Ms. Barbour sought to have TAFE extend the duration of its Amended and Restated Letter Agreement (the “Agreement”) with the Issuer for one year effective April 24, 2024 – only to deliver notice just two days after the extension’s effective date that the Issuer was unilaterally termina

Interest in Securities

Item 5. Interest in Securities of the Issuer (a) The aggregate percentage of shares reported owned on this Schedule 13D is based on 74,619,501 shares of Common Stock outstanding as of April 30, 2024, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 3, 2024. As of the date hereof (i) TAFE beneficially owned 12,150,152 shares of Common Stock, which constituted approximately 16.3% of the Common Stock outstanding (ii) TAFE Motors and Tractors beneficially owned 3,263,321 shares of Common Stock, which constituted approximately 4.4% of the Common Stock outstanding and (iii) Ms. Srinivasan beneficially owned 12,173,865 shares of Common Stock, which constituted approximately 16.3% of the Common Stock outstanding, including the 23,713 shares she holds in her individual capacity. Ms. Srinivasan disclaims beneficial ownership of the Common Stock beneficially owned by each of the Companies, and this report shall not be deemed an admission that Ms. Srinivasan is a beneficial owner of such shares for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934 or for any other purpose. Each of the Companies disclaims beneficial ownership of the 23,713 shares of Common Stock owned directly by Ms. Srinivasan in her individual capacity, and this report shall not be deemed an admission that either of the Companies is a beneficial owner of such shares for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934 or for any other purpose. TAFE Motors and Tractors disclaims beneficial ownership of the 8,886,831 shares of Common Stock purchased on behalf of TAFE under the Purchase Plans, and this report shall not be deemed an admission that TAFE Motors and Tractors is a beneficial owner of such shares for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934 or for any other purpose. 6 CUSIP No. 001084102 (b) For each

Material to Be

Item 7. Material to Be Filed as Exhibits Exhibit A* Persons through whom Amalgamations Private Limited (“Amalgamations”) may be deemed to control the Companies Exhibit B* Directors and Executive Officers of the Companies Exhibit C* Directors and Executive Officers of Amalgamations Exhibit D** Amended and Restated Letter Agreement, dated April 24, 2019, between Tractors and Farm Equipment Limited and AGCO Corporation Exhibit E† Limited Power of Attorney, dated as of July 24, 2024 Exhibit F*** Joint Filing Agreement, dated as of April 3, 2013 Exhibit G**** Amendment No. 1 to the Amended and Restated Letter Agreement, effective April 24, 2024, between Tractors and Farm Equipment Limited and AGCO Corporation * Included by reference to Amendment No. 17 to this Schedule 13D, filed with the SEC on April 27, 2024. ** Included by reference to Amendment No. 10 to this Schedule 13D, filed with the SEC on April 26, 2019. *** Included by reference to the initial filing of this Schedule 13D, filed with the SEC on April 9, 2013. **** Included by reference to Exhibit 10.1 to Issuer’s Form 8-K, filed with the SEC on April 16, 2024. † Amends previous filing 7 CUSIP No. 001084102 SIGNATURE After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: August 6, 2024 TRACTORS AND FARM EQUIPMENT LIMITED By: /s/ Andrew M. Freedman Name: Andrew M. Freedman, attorney-in-fact* TAFE MOTORS AND TRACTORS LIMITED By: /s/ Andrew M. Freedman Name: Andrew M. Freedman, attorney-in-fact* /s/ Andrew M. Freedman Andrew M. Freedman, attorney-in-fact for Mallika Srinivasan* * This Amendment No. 18 to Statement on Schedule 13D was executed by Andrew M. Freedman as Attorney-In-Fact for Tractors and Farm Equipment Limited, TAFE Motors and Tractors Limited and Mallika Srinivasan, pursuant to the Lim

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