Arcos Dorados Holdings Inc. (NYSE: ARCO) (“Arcos Dorados” or the
“Company”) today announced the commencement of an offer to purchase
for cash any and all of its outstanding 5.875% Notes due 2027 (the
“Notes”) (the “Offer”). The Offer is being made upon the terms and
subject to the conditions (including the Financing Condition (as
defined in the Offer to Purchase)) set forth in the offer to
purchase dated January 15, 2025 (the “Offer to Purchase”) and the
notice of guaranteed delivery (the “Notice of Guaranteed Delivery”
and, together with the Offer to Purchase, the “Offer
Documents”).
The table below summarizes certain payment terms for the
Notes:
Description of
Security
CUSIP No.
ISIN
Outstanding Principal
Amount
Consideration per U.S.$1,000
Outstanding Principal Amount*
5.875% Senior Notes due 2027
144A: 03965U AC4 Reg S:
G0457FAC1
144A: US03965U AC45 Reg S:
USG0457FAC17
U.S.$385,986,000
U.S.$1,000
__________________________
* The Consideration for the Notes will be
paid together with accrued and unpaid interest from the last
interest payment date for the Notes up to, but not including, the
Settlement Date (as defined below).
The Offer will expire at 8:00 a.m., New York City time, on
January 23, 2025, or any other date and time to which Arcos Dorados
extends the Offer (such date and time, as it may be extended, the
“Expiration Time”). Holders of Notes must validly tender their
Notes at or prior to the Expiration Time and not validly withdraw
them at or prior to the applicable Withdrawal Deadline (as defined
in the Offer to Purchase) in order to be eligible to receive the
Consideration (as defined in the Offer to Purchase) plus accrued
interest for such Notes. Tendered Notes may be validly withdrawn at
any time at or prior to the Withdrawal Deadline but not
thereafter.
The obligation of Arcos Dorados to purchase Notes in the Offer
is conditioned on the satisfaction or waiver of certain conditions,
including, without limitation, the Financing Condition, described
in the Offer Documents. Arcos Dorados reserves the right, in its
sole discretion, to amend or terminate the Offer at any time.
The Offer is being made in connection with an expected proposed
offering of U.S. dollar denominated senior notes (the “New Notes”)
to be issued by Arcos Dorados B.V., a subsidiary of Arcos Dorados
(the “Proposed New Notes Offering”). The Proposed New Notes
Offering will be exempt from the registration requirements of the
U.S. Securities Act of 1933, as amended.
If an offering of New Notes is announced, tendering Holders who
wish to tender their Notes for cash and also subscribe for the New
Notes should quote a unique identifier code corresponding to the
New Notes being subscribed (“Unique Identifier Code”), which can be
obtained by contacting any of the Dealer Managers, in their
acceptance to DTC through the DTC Automated Offer Program (“ATOP”)
or Electronic Acceptance Instruction. A Unique Identifier Code is
not required for a Holder to tender its Notes, but if a tendering
Holder wishes to subscribe for the New Notes, such Holder should
obtain a Unique Identifier Code from a Dealer Manager and enter the
Unique Identifier Code in its ATOP.
If the proposed offering of New Notes is announced, Arcos
Dorados will review tender instructions received on or prior to the
pricing date of the New Notes, and may give priority to those
investors tendering with Unique Identifier Codes in connection with
the allocation of New Notes. However, no assurances can be given
that any Holder that tenders its Notes will be given an allocation
of New Notes at the levels it may subscribe for, or at all.
The information and tender agent for the Offer is Global
Bondholder Services Corporation. To contact the information and
tender agent, banks and brokers may call +1 (212) 430-3774, and
others may call U.S. toll-free: +1 (855) 654-2015 or email
contact@gbsc-usa.com. Additional contact information is set forth
below.
By Mail, Hand or Overnight
Courier 65 Broadway – Suite 404 New York, NY 10006 Attention:
Corporate Actions
By Facsimile Transmission
+1 (212) 430-3775/3779 Attention: Corporate Actions
Confirmation by Telephone
+1 (212) 430-3774 Toll free: +1 (855) 654-2015
E-mail
contact@gbsc-usa.com
Copies of each of the Offer Documents are available at the
following web address: https://www.gbsc-usa.com/arcos/
Any questions or requests for assistance or for additional
copies of this notice may be directed to the Dealer Managers at
their respective telephone numbers set forth below or, if by any
Holder, to such Holder’s broker, dealer, commercial bank, trust
company or other nominee for assistance concerning the Offer.
The Dealer Managers for the Offer are:
BBVA Securities Inc.
Citigroup Global Markets
Inc.
Itau BBA USA Securities,
Inc.
J.P. Morgan Securities
LLC
Santander US Capital Markets
LLC
Two Manhattan West, 375 9th Ave,
9th Floor, New York, NY 10001 United States
388 Greenwich Street, Trading 4th
Floor New York, NY 10013 United States
599 Lexington Avenue, 34th Floor,
New York, NY 10022 United States
383 Madison Avenue, 6th Floor New
York, NY 10179 United States
437 Madison Avenue New York, NY
10022 United States
Attn: Liability Management
Attn: Liability Management
Group
Attn: Debt Capital Markets
Attn: Latin America Debt Capital
Markets
Attn: Liability Management
E-mail:
liabilitymanagement@bbva.com
E-mail:
ny.liabilitymanagement@citi.com
E-mail:
AmericasLM@santander.us
Collect: (212) 728-2446
Toll-Free: +1 (800) 422-8692
Collect: +1 (212)-723-6106
Toll-Free: +1 (800) 558-3745
Collect: +1 (212) 710-6749 Toll
Free: +1 (888) 770-4828
Collect: +1 (212) 834-7279 Toll
Free: +1 (866) 846-2874
Collect: +1(212) 350-0660 Toll
Free: +1(855) 404-3636
This notice does not constitute or form part of any offer or
invitation to purchase, or any solicitation of any offer to sell,
the Notes or any other securities in the United States or any other
country, nor shall it or any part of it, or the fact of its
release, form the basis of, or be relied on or in connection with,
any contract therefor. The Offer is made only by and pursuant to
the terms of the Offer Documents, and the information in this
notice is qualified by reference to the Offer to Purchase and the
Notice of Guaranteed Delivery. None of Arcos Dorados, the Dealer
Managers or the information and tender agent makes any
recommendation as to whether Holders should tender their Notes
pursuant to the Offer.
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About Arcos Dorados
Arcos Dorados is the world’s largest independent McDonald’s
franchisee, operating 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 2,400 restaurants, operated or
franchised by the Company or by its sub-franchisees, that together
employ more than 100,000 people (as of 09/30/2024). 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 Recipe for the Future to achieve a
positive environmental impact. Arcos Dorados is listed for trading
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250114483244/en/
Investor Relations Contact Dan Schleiniger VP of Investor
Relations Arcos Dorados daniel.schleiniger@mcd.com.uy
Media Contact David Grinberg VP of Corporate
Communications Arcos Dorados david.grinberg@mcd.com.uy
Arcos Dorados (NYSE:ARCO)
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Arcos Dorados (NYSE:ARCO)
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