Report of Foreign Issuer (6-k)
March 23 2017 - 7:43AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March, 2017
Commission File Number: 001-35129
Arcos Dorados Holdings Inc.
(Exact
name of registrant as specified in its charter)
Dr. Luis Bonavita 1294, Office 501
Montevideo, Uruguay, 11300 WTC Free
Zone
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
ARCOS
DORADOS HOLDINGS INC.
TABLE
OF CONTENTS
ITEM
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1.
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Press Release dated March 23, 2017 titled
“Arcos Dorados Announces Proposed Offering Of Senior Notes”
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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 23, 2017
Item 1
FOR IMMEDIATE RELEASE
ARCOS DORADOS ANNOUNCES PROPOSED OFFERING
OF SENIOR NOTES
Montevideo, Uruguay, March 23, 2017
– 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).
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 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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