Arcos Dorados Holdings Inc. (NYSE: ARCO) (“Arcos Dorados” or the
“Company”) today announced the tender results in connection with
its offer to purchase for cash any and all of its outstanding
6.625% Notes due 2023 (the “2023 Notes”). The 2023 Notes Tender
Offer was 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 April 18, 2022
(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”).
As previously announced, the expiration time for the 2023 Notes
Tender Offer was 5:00 p.m., New York City time, on April 22, 2022,
(such date and time, the “2023 Notes Expiration Time”). As of the
2023 Notes Expiration Time, U.S.$59,239,000 in aggregate principal
amount of the 2023 Notes outstanding had been validly tendered and
not withdrawn pursuant to the 2023 Notes Tender Offer. Settlement
of the 2023 Notes Tender Offer is expected to occur on or about
April 27, 2022 (the “2023 Notes Settlement Date”).
The table below summarizes certain payment terms for the 2023
Notes:
Notes
CUSIP and ISIN
Number(s)
Principal Amount
Outstanding
Total Consideration(1)
Aggregate Principal Amount
Validly Tendered(2)
Aggregate Principal Amount
Outstanding Giving Effect to Settlement of the Tender
Offer
6.625% Notes due 2023
CUSIP: 03965U AB/ G0457F AD9
ISIN: US03965U AB6/ USG0457F
AD99
U.S.$201,763,000
U.S.$1,053.60
U.S.$59,239,000
U.S.$142,524,000
____________________________
(1)
Per U.S.$1,000 principal amount of
applicable Notes, validly tendered, plus Accrued Interest (as
defined in the Offer to Purchase).
(2)
Subject to satisfaction of the terms and
conditions described in the Offer Documents, including, without
limitation, the USD Financing Condition. The aggregate principal
amount validly tendered includes U.S.$100,000 2023 Notes tendered
through Guaranteed Delivery procedures, as described in the Offer
to Purchase.
Upon the terms and subject to the conditions of the 2023 Notes
Tender Offer set forth in the Offer Documents, all 2023 Notes
validly tendered and not validly withdrawn at or prior to the 2023
Notes Expiration Time, if accepted by Arcos Dorados for purchase,
will be paid in full by Arcos Dorados on the 2023 Notes Settlement
Date and all Holders who validly tendered and did not validly
withdraw their 2023 Notes at any time at or prior to the 2023 Notes
Expiration Time will receive the Total Consideration plus Accrued
Interest at that time.
Payment by Arcos Dorados for 2023 Notes tendered and accepted
for payment pursuant to a Notice of Guaranteed Delivery is expected
to occur on the 2023 Notes Settlement Date.
The obligation of Arcos Dorados to purchase 2023 Notes in the
Tender Offer is conditioned on the satisfaction or waiver of
certain conditions, including, without limitation, the Financing
Condition, described in the Offer Documents.
The information and tender agent for the 2023 Notes Tender 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: +1 855-654-2014 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:
(for eligible institutions
only)
+1 (212) 430-3775
Attention: Corporate Actions
Confirmation by
Telephone
+1 (212) 430-3774
Copies of each of the Offer Documents are available at the
following web address: 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 2023 Notes
Tender Offer.
The dealer managers for the 2023 Notes Tender Offer are:
Citigroup Global Markets
Inc.
388 Greenwich Street, 4th Floor
Trading New York, New York 10013 Attn: Liability Management Group
Telephone (U.S. Toll Free): + 1 (800) 558 3745 Telephone (U.S.): +
1 (212) 723-6106
Itaú BBA USA Securities
Inc.
540 Madison Avenue, 24th Floor
New York, New York 10022 Attn: Debt Capital Markets Telephone (U.S.
Toll Free): +1 (888) 770-4828 Telephone (U.S.): +1 (212)
710-6749
J.P. Morgan Securities
LLC
383 Madison Avenue New York, New
York 10179 Attn: Latin America Debt Capital Markets Telephone (U.S.
Toll Free): +1 (866) 846-2874 Telephone (U.S.): +1 (212)
834-7279
Santander Investment
Securities Inc.
45 East 53rd Street New York,
NY
10022
Attn: Liability Management Group
Telephone (U.S. Toll Free): +1 (855) 404-3636 Telephone (U.S.): +1
(212) 940-1442
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 2023 Notes Tender 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 2023 Notes Tender Offer.
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
2,250 restaurants, operated by the Company or by its
sub-franchisees, that together employ over 90 thousand people (as
of 12/31/2021). 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20220425005333/en/
Investor Relations Contact Dan Schleiniger VP of Investor
Relations Arcos Dorados daniel.schleiniger@ar.mcd.com
Media Contact David Grinberg VP of Corporate
Communications Arcos Dorados david.grinberg@mcd.com.uy
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