Arcos Dorados Announces Proposed Offering of Senior Notes
March 23 2017 - 7:27AM
Business Wire
Arcos Dorados Holdings Inc. (NYSE:ARCO) (“Arcos Dorados” or the
“Company”) today announced that it intends to offer senior
unsecured notes (the “Notes”) in a private placement to qualified
institutional buyers in accordance with Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”), and
outside the United States to non U.S. persons in accordance with
Regulation S under the Securities Act. The Notes are expected to be
guaranteed on a senior unsecured basis by certain of the Company's
subsidiaries.
The timing of pricing and terms of the Notes are subject to
market conditions and other factors. The proceeds from the Notes
offering will be used by the Company (i) to repay the secured loan
agreement dated as of March 29, 2016 between Arcos Dourados
Comércio de Alimentos Ltda., Arcos Dorados’ Brazilian subsidiary,
and Citibank N.A., Bank of America N.A., Itau BBA International
plc, JPMorgan Chase Bank, N.A. and Banco Santander (Brasil) S.A.,
Cayman Islands Branch, as initial lenders, and to unwind the
related derivative instruments, (ii) to pay the principal and
premium in connection with the Company’s previously announced
tender offer to purchase for cash up to U.S.$80 million of its
properly tendered (and not validly withdrawn) outstanding 6.625%
senior notes due 2023, and (iii) for general corporate
purposes.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor will there be
any sale of these securities, in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
state or jurisdiction. The Notes and related guarantees have not
been registered under the Securities Act, or any applicable state
securities laws, and will be offered only to qualified
institutional buyers pursuant to Rule 144A promulgated under the
Securities Act and outside the United States to non-U.S. persons in
accordance with Regulation S under the Securities Act. Unless so
registered, the Notes and related guarantees may not be offered or
sold in the United States except pursuant to an exemption from the
registration requirements of the Securities Act and any applicable
state securities laws.
Any offer or sale of Notes in any Member State of the
European Economic Area which has implemented Directive 2003/71/EC
(as amended, the “Prospectus Directive”) must be addressed to
“Qualified Investors” (as defined in the Prospectus
Directive).
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 Company’s
Notes offering and its intended use of proceeds therefrom. 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20170323005629/en/
Arcos Dorados Holdings Inc.Investor RelationsDaniel
Schleiniger, +54 11 4711 2675Vice President of Corporate
Communications & Investor
Relationsdaniel.schleiniger@ar.mcd.com
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