SIGNATURE
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, thereunto duly authorized.
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Arcos Dorados Holdings Inc.
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By:
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/s/ Juan David Bastidas
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Name:
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Juan David Bastidas
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Title:
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Chief Legal Counsel
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Date:
March 16, 2017
Item 1
FOR IMMEDIATE RELEASE
ARCOS DORADOS HOLDINGS INC. ANNOUNCES
COMMENCEMENT OF TENDER OFFER FOR UP TO U.S.$80 MILLION OF ITS 6.625% SENIOR NOTES DUE 2023
Montevideo, Uruguay, March 16, 2017
– Arcos Dorados
Holdings Inc. (the “Company”) today announced that it has commenced a cash tender offer (the “Offer”) to
purchase up to $80 million aggregate principal amount (such amount, as the same may be increased in the sole discretion of the
Company, the “Maximum Tender Amount”) of its outstanding 6.625% Senior Notes due 2023 (the “Notes”). The
complete terms and conditions of the Offer are set forth in the offer to purchase dated March 16, 2017 (the “Offer to Purchase”).
Capitalized terms used but not defined herein have the meanings set forth in the Offer to Purchase. Certain information related
to the Notes and the Offer is listed in the table below.
Security
Description
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ISIN
Number
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CUSIP
Number
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Principal
Amount Outstanding
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Maximum
Tender Amount
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Purchase
Price
(1)
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Early
Tender Payment
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Total
Consideration
(2)
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6.625%
Senior Notes due 2023
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US03965UAB61
(144A) and
USG0457FAD99 (Regulation S)
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03965UAB6
(144A) and
G0457FAD9 (Regulation S)
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U.S.$393,767,000
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U.S.$80,000,000
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U.S.$1,040
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U.S.$30
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U.S.$1,070
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(1)
The amount to be paid for each U.S.$1,000 principal amount of Notes validly tendered and not validly withdrawn after the Early
Tender Time and at or prior to the Expiration Time (as described herein) and accepted for purchase, excluding accrued and unpaid
interest.
(2) The
Purchase Price plus the Early Tender Payment to be paid for each U.S.$1,000 principal amount of Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Time (as described herein) and accepted for purchase, excluding accrued and unpaid
interest.
Subject to the Maximum Tender Amount and the other terms and
conditions described in the Offer to Purchase, the Offer is scheduled to expire at 11:59 p.m., New York City time, on April 12,
2017 (the “Expiration Time”), unless extended by the Company. The total consideration for each U.S.$1,000 principal
amount of Notes validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on March 29, 2017 (the
“Early Tender Time”) and accepted pursuant to the Offer will be U.S.$1,070 (the “Total Consideration”).
The Total Consideration includes an early tender payment of U.S.$30 per U.S.$1,000 principal amount of Notes (the “Early
Tender Payment”). The Early Tender Payment is payable only to holders who validly tender their Notes at or prior to the Early
Tender Time, if such Notes are accepted pursuant to the Offer. Holders who tender their Notes after the Early Tender Time and at
or prior to the Expiration Time will be entitled to receive the Total Consideration minus the Early Tender Payment (the “Purchase
Price”), if such Notes are accepted for purchase.
If the aggregate principal amount of Notes tendered exceeds the
Maximum Tender Amount, the acceptance of any tendered Notes will be subject to proration, as described in the Offer to Purchase.
The Company, subject to the Maximum Tender Amount and the terms
and conditions described in the Offer to Purchase, will pay (i) the Total Consideration, plus accrued and unpaid interest, in same-day
funds promptly after the Early Tender Time (the “Early Settlement Date”) to all holders who validly tender and do not
validly withdraw their Notes at or prior to the Early Tender Time; and (ii) the Purchase Price, plus accrued and unpaid interest,
in same-day funds promptly after the Expiration Time (the “Final Settlement Date” and, each of the Early Settlement
Date and the Final Settlement Date, a “Settlement Date”) to all holders who validly tender their Notes after the Early
Tender Time and at or prior to the Expiration Time. If the aggregate principal amount of Notes validly tendered and not validly
withdrawn as of the Early Tender Time meets or exceeds the Maximum Tender Amount, Holders who validly tender Notes after the Early
Tender Time may not have any of their Notes accepted for purchase, provided that such Notes may be accepted for purchase if the
Company increases the Maximum Tender Amount, which the Company is entitled to do in its sole discretion without granting withdrawal
rights. There can be no assurance that the Company will increase the Maximum Tender Amount.
In connection with the Offer, the Company expects to commence
an offering of senior notes (the “New Notes Offering”). The Offer is subject to the Company’s receipt of net
proceeds from the New Notes Offering sufficient to purchase all of the Notes validly tendered, as described more fully in the Offer
to Purchase, and to certain customary conditions as described in the Offer to Purchase. The Offer is not conditioned upon any minimum
number of Notes being tendered.
Tenders of Notes may be validly withdrawn at any time prior to
the withdrawal deadline, which is 5:00 p.m., New York City time, on March 29, 2017, unless extended (such time and date, as the
same may be extended, the “Withdrawal Deadline”). Tendered Notes may not be withdrawn after the Withdrawal Deadline
unless the Company (i) makes a material change in the terms of the Offer that is, in the Company’s determination, adverse
to the interests of tendering holders of the Notes or (ii) is otherwise required by law to permit withdrawal.
The Company is not soliciting consents to modify any of the covenants
in the indenture governing the Notes. Any Notes that remain outstanding after the termination of the Offer will continue to be
the Company’s obligations. Holders of those outstanding Notes will continue to have all the rights associated with the Notes
and the indenture governing the Notes.
The Company has engaged Citigroup Global Markets Inc. and J.P.
Morgan Securities LLC to act as dealer managers (the “Dealer Managers”) in connection with the Offer. Questions regarding
the Offer may be directed to Citigroup Global Markets Inc. at (212) 723-6106 (collect) or (800) 558-3745 (U.S. toll-free) and J.P.
Morgan Securities LLC. at (212) 834-7279 (collect) or (866) 846-2874 (U.S. toll-free). Requests for documentation may be directed
to D. F. King & Co., Inc., the information and tender agent for the Offer, at (212) 269-5550 (for banks and brokers), (877)
864-5060 (U.S. toll-free) or email at arcosdorados@dfking.com.
This press release is not an offer to purchase or a solicitation
of an offer to purchase with respect to any Notes or any other securities, and is not an offer to sell or a solicitation of an
offer to buy any securities, including the notes proposed to be offered in the New Notes Offering. The Offer is being made solely
pursuant to the terms of the Offer to Purchase. The Offer is not being made to holders of Notes in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None
of the Company, the Dealer Managers or D.F. King & Co., Inc. makes any recommendation as to whether holders should tender or
refrain from tendering their Notes. Holders must make their own decision as to whether to tender Notes and, if so, the principal
amount of the Notes to tender. The Company gives no assurance that the New Notes Offering, if commenced, can be completed on any
terms.
Investor Relations Contact
Daniel Schleiniger
Vice President of Corporate Communications
& Investor Relations
daniel.schleiniger@ar.mcd.com
T: +54 11 4711 2675
*****
About Arcos Dorados
Arcos Dorados is the world’s largest McDonald’s franchisee
in terms of systemwide sales and number of restaurants, operating the largest quick service restaurant (“QSR”) chain
in Latin America and the Caribbean. It has the exclusive right to own, operate and grant franchises of McDonald’s restaurants
in 20 Latin American and Caribbean countries and territories, including Argentina, Aruba, Brazil, Chile, Colombia, Costa Rica,
Curaçao, Ecuador, French Guiana, Guadeloupe, Martinique, Mexico, Panama, Peru, Puerto Rico, Trinidad and Tobago, Uruguay,
the U.S. Virgin Islands of St. Croix and St. Thomas, and Venezuela. The Company operates or franchises over 2,100 McDonald’s-branded
restaurants with over 90,000 employees and is recognized as one of the best companies to work for in Latin America. Arcos Dorados
is traded on the New York Stock Exchange (NYSE: ARCO). To learn more about the Company, please visit the Investors section of our
website: www.arcosdorados.com/ir.
Cautionary Statement on Forward-Looking
Statements
This press release contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often are proceeded by words
such as “believes,” “expects,” “may,” “anticipates,” “plans,” “intends,”
“assumes,” “will” or similar expressions. The forward-looking statements contained herein include statements
about the Offer. These expectations may or may not be realized. Some of these expectations may be based upon assumptions or judgments
that prove to be incorrect. In addition, Arcos Dorados’ business and operations involve numerous risks and uncertainties,
many of which are beyond the control of Arcos Dorados, which could result in Arcos Dorados’ expectations not being realized
or otherwise materially affect the financial condition, results of operations and cash flows of Arcos Dorados. Some of the factors
that could cause future results to materially differ from recent results or those projected in forward-looking statements are described
in Arcos Dorados’ filings with the United States Securities and Exchange Commission.
The forward-looking statements are made only as of
the date hereof, and Arcos Dorados does not undertake any obligation to (and expressly disclaims any obligation to) update any
forward- looking statements to reflect events or circumstances after the date such statements were made, or to reflect the occurrence
of unanticipated events. In light of the risks and uncertainties described above, and the potential for variation of actual results
from the assumptions on which certain of such forward-looking statements are based, investors should keep in mind that the results,
events or developments disclosed in any forward-looking statement made in this document may not occur, and that actual results
may vary materially from those described herein, including those described as anticipated, expected, targeted, projected or otherwise.