Arcos Dorados Holdings Inc. (the “Company”) (NYSE: ARCO)
announced today that it has commenced an offer to exchange any and
all of the Company’s outstanding 6.625% Senior Notes due 2023
(CUSIP/ISIN Nos. G0457FAD9 and USG0457FAD99 (Reg S) and CUSIP/ISIN
Nos. 03965UAB6 and US03965UAB61 (144A)) (the “2023 Existing Notes”)
held by Eligible Holders (as defined below) for the Company’s newly
issued US dollar-denominated for 5.875% notes due 2027 (the “New
Notes”) (the “Exchange Offer”). The New Notes will be senior
unsecured indebtedness and will rank equal in right of payment with
all of the Company’s and the subsidiary guarantors’ existing and
future senior unsecured indebtedness. The New Notes constitute an
additional issuance of the Company’s previously issued
U$415,000,000 aggregate principal amount of 5.875% Notes due 2027.
The purpose of the Exchange Offer is to extend the maturity profile
of the Company’s debt.
Exchange Offer Deadline
The Exchange Offer will expire at 11:59 PM, New York City time,
on October 13, 2020, unless extended (such time and date, as the
same may be extended, the “Expiration Date”). Eligible Holders who
validly tender 2023 Existing Notes for exchange by 5:00 PM, New
York City time, on September 28, 2020, unless extended (such time
and date, as the same may be extended, the “Early Participation
Date”), will receive the Total Exchange Price (as described below).
Eligible Holders who validly tender 2023 Existing Notes for
exchange after the Early Participation Date, but on or prior to the
Expiration Date, will receive the Exchange Price (as described
below). 2023 Existing Notes tendered in the Exchange Offer may be
withdrawn prior to 5:00 PM, New York City time, on September 28,
2020 (such time and date, as the same may be extended).
Exchange Offer Consideration
The following table summarizes the applicable consideration
payable in the Exchange Offer for 2023 Existing Notes validly
tendered (and not validly withdrawn) and accepted by the
Company:
New Notes to be Issued per
U.S.$1,000 Principal Amount of 2023 Existing Notes
Tendered(1)
CUSIP/ISIN
of 2023 Existing Notes
Coupon of 2023 Existing
Notes
Maturity Date of 2023 Existing
Notes
Aggregate Principal Amount
Outstanding
Title of New Notes to be
Issued
Total Exchange Price if
Tendered Prior to or on the Early Participation Date (the “Total
Exchange Price”)
Exchange Price if Tendered
After the Early Participation Date (the “Exchange Price”)
03965UAB6 / US03965UAB61 (Rule 144A)
G0457FAD9 / USG0457FAD99 (Reg. S)
6.625%
09/27/2023
U.S$348,069,000
5.875% Senior Notes due 2027
U.S.$1,055.00
U.S.$1,005.00
The Exchange Price is an amount equal to the Total Exchange
Price less the Early Participation Payment. The “Early
Participation Payment” is equal to US$50.00 and is payable in New
Notes. Cash in lieu of any fractional portion less than US$1,000.00
principal amount of a New Note issued due to rounding will be paid
on the settlement date based on the Total Exchange Price or the
Exchange Price, as the case may be.
Eligible Holders of 2023 Existing Notes properly tendered in the
Exchange Offer (and not validly withdrawn) will be entitled to
receive a cash payment equal to the accrued and unpaid interest on
their 2023 Existing Notes accepted for exchange from the last
applicable interest payment date up to but excluding the settlement
date, less the accrued and unpaid interest on the New Notes from
October 4, 2020 to the settlement date.
Further Information
The Exchange Offer is being made only to holders of 2023
Existing Notes who have properly completed, executed and delivered
to the information and exchange agent an eligibility letter,
whereby such holder has represented to the Company that it is (i) a
“qualified institutional buyer,” or “QIB,” as defined in Rule 144A
under the Securities Act and under applicable state securities
laws; or (ii) a “non-US Person” (as defined in Regulation S under
the Securities Act) (the “Eligible Holders”).
Promptly following the Expiration Date, the Company will accept
for exchange for the New Notes any and all validly tendered 2023
Existing Notes not previously withdrawn, subject to the terms and
conditions of the Exchange Offer.
The New Notes have not been and will not be registered under
the Securities Act of 1933, as amended, and may not be offered or
sold in the United States absent registration or an applicable
exemption from the registration requirements. The New Notes are
being issued only to Eligible Holders.
Global Bondholder Services Corporation has been appointed as the
information and exchange agent for the Exchange Offer. Holders may
contact the information and exchange agent to request the
eligibility letter. Banks and brokers call: 212-430-3774. All
others call toll free: (866) 470-3900. Email: contact@gbsc-usa.com.
Alternatively, the Eligible Holders may execute the eligibility
letter online at the following link:
https://gbsc-usa.com/eligibility/arco
This press release is not an offer to sell or a solicitation of
an offer to buy any security. The Exchange Offer is being made
solely by the Exchange Offer Memorandum and only to such persons
and in such jurisdictions as are permitted under applicable
law.
About Arcos Dorados
Arcos Dorados is the world’s largest independent McDonald’s
franchisee, operating the largest quick service restaurant 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 with more than
2,200 restaurants, operated by the Company or by its
sub-franchisees, that together employ over 100 thousand people (as
of 06/30/2020). The Company is also committed to the development of
the communities in which it operates, to providing young people
their first formal job opportunities and to utilize its Scale for
Good to achieve a positive environmental impact. Arcos Dorados is
listed for trading on the New York Stock Exchange (NYSE: ARCO).
Cautionary Statement About 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 Exchange
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200915006266/en/
Investor Relations Contact Daniel Schleiniger Vice
President of Investor Relations daniel.schleiniger@ar.mcd.com T:
+54 11 4711 2535
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