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 30, 2017
Item 1
FOR IMMEDIATE RELEASE
ARCOS DORADOS PRICES PRIVATE PLACEMENT
OF ITS 5.875% SENIOR NOTES DUE 2027 AND
ANNOUNCES EARLY TENDER RESULTS OF ITS 2023 NOTES
Montevideo, Uruguay, March 30, 2017
– Arcos Dorados
Holdings Inc. (NYSE: ARCO) (“Arcos Dorados” or the “Company”) today announced the pricing of U.S.$265,000,000
aggregate principal amount of 5.875% Senior Notes due 2027 to be issued by the Company (the “New Notes”). The New Notes
will be issued at a price of 100.000%. The New Notes mature on April 4, 2027 and will be guaranteed on a senior unsecured basis
by certain of the Company’s subsidiaries. The New Notes were offered 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 settlement of the New Notes offering is
expected to take place on April 4, 2017, subject to customary closing conditions.
The proceeds from the New 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 cash tender offer
(the “Offer”) to purchase for cash up to U.S.$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 properly tendered (and not validly
withdrawn) outstanding 6.625% senior notes due 2023 (the “2023 Notes” and together with the New Notes, the “Notes”),
and (iii) for general corporate purposes.
The Company today also announced that, pursuant to the Offer,
approximately U.S.$45,298,000 aggregate principal amount of the 2023 Notes were validly tendered and not validly withdrawn at or
prior to March 29, 2017, at 5:00 p.m., New York City time (the “Early Tender Time”). 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 2023 Notes and the Offer is
listed in the table below, including the aggregate principal amount of the 2023 Notes that were validly tendered and not validly
withdrawn prior to the Early Tender Time, as reported by the tender and information agent.
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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Principal
Amount Tendered
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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.$45,298,000
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The Company will pay the Total Consideration (U.S.$1,070 per
U.S.$1,000 principal amount of 2023 Notes, which includes an Early Tender Payment of U.S.$30 per U.S.$1,000 principal amount of
2023 Notes) plus accrued and unpaid interest to, but not including, April 5, 2017 for all 2023 Notes accepted for purchase at the
Early Tender Time.
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. Withdrawal rights with respect to the Offer have expired
as scheduled and have not been reinstated.
The Offer is subject to the Company’s receipt of net proceeds
from the New Notes offering sufficient to purchase all of the 2023 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 2023 Notes being tendered.
The Company is not soliciting consents to modify any of the covenants
in the indenture governing the 2023 Notes. Any 2023 Notes that remain outstanding after the termination of the Offer will continue
to be the Company’s obligations. Holders of those outstanding 2023 Notes will continue to have all the rights associated
with the 2023 Notes and the indenture governing the 2023 Notes.
Citigroup Global Markets Inc. and J.P. Morgan Securities LLC
are acting 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
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The Offer is being made solely pursuant to the terms of the Offer
to Purchase. The Offer is not being made to holders of 2023 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 2023
Notes. Holders must make their own decision as to whether to tender 2023 Notes and, if so, the principal amount of the 2023 Notes
to tender. The Company gives no assurance that the New Notes offering can be completed on any terms.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the Notes, nor will there be any sale of the New Notes, 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 New 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
New 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 New 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.