Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
25 Avril 2022 - 1:33PM
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 April, 2022
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
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1. |
Press Release dated April 25, 2022
titled “Arcos Dorados Announces Tender Results and Expiration Time of Cash Tender Offer for Any and All of its Outstanding 6.625% Notes Due 2023 (CUSIP NOS. 03965U AB6/ G0457F AD9) (the “2023 Notes Tender Offer”)”
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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: |
/s/ Juan David Bastidas |
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Name: |
Juan David Bastidas |
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Title: |
Chief Legal Counsel |
Date:
April 25, 2022
Item 1
FOR IMMEDIATE RELEASE
ARCOS DORADOS
ANNOUNCES TENDER RESULTS AND EXPIRATION TIME OF CASH TENDER OFFER FOR ANY AND ALL OF ITS OUTSTANDING 6.625% NOTES DUE 2023
(CUSIP NOS. 03965U AB6/ G0457F AD9) (THE “2023 NOTES TENDER OFFER”)
Montevideo, Uruguay,
April 25, 2022 – 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
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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. |
Itaú BBA USA Securities Inc. |
J.P. Morgan Securities LLC |
Santander Investment Securities Inc. |
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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 |
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 |
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 |
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.
Investor Relations
Contact |
Media
Contact |
Dan Schleiniger |
David Grinberg |
VP of Investor Relations |
VP of Corporate
Communications |
Arcos Dorados |
Arcos Dorados |
daniel.schleiniger@ar.mcd.com |
david.grinberg@mcd.com.uy |
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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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