Arcos Dorados Holdings Inc. (NYSE: ARCO) (“Arcos Dorados” or the
“Company”) today announced early tender results in connection with
its previously announced offer to purchase for cash up to
U.S.$150,000,000 aggregate principal amount (the “2027 Notes
Maximum Purchase Amount”) of its outstanding 5.875% Notes due 2027
(the “2027 Notes”).
The early tender date for the 2027 Notes Tender Offer was 5:00
p.m., New York City time, on April 29, 2022 (the “Early Tender
Date”). Arcos Dorados has been advised by Global Bondholder
Services Corporation, the information and tender agent (the
“Information and Tender Agent”), that, as of the Early Tender Date,
U.S.$230,292,000 million in aggregate principal amount of the 2027
Notes, or approximately 42.97% of the outstanding 2027 Notes, had
been validly tendered (and not validly withdrawn) pursuant to the
2027 Notes Tender Offer. The 2027 Notes that have been validly
tendered (and not validly withdrawn prior to or at the Early Tender
Date) cannot be withdrawn, except as may be required by applicable
law. Holders who validly tendered their 2027 Notes at or prior to
the Early Tender Date, in the manner described in the Offer to
Purchase (as defined below) and subject to the 2027 Notes Maximum
Purchase Amount (as defined in the Offer to Purchase) will be
eligible to receive the Total Consideration, which includes the
Early Tender Premium, plus Accrued Interest (as defined in the
Offer to Purchase), on the 2027 Notes Early Settlement Date, which
is expected to be May 4, 2022, or as promptly as practicable
thereafter.
The table below summarizes certain information regarding the
2027 Notes Tender Offer:
Notes
CUSIP and ISIN
Number(s)
Principal Amount
Outstanding
Late Tender Offer
Consideration(1)
Early Tender
Premium(1)
Total Consideration(1)
5.875% Notes due 2027
CUSIP: 03965U AC4/ G0457F AC1
ISIN: US03965U AC45/ USG0457F AC17
U.S.$535,986,000
U.S.$999.38
U.S.$30.00
U.S.$1,029.38
__________________
(1) Per U.S.$1,000 principal amount of
applicable Notes, validly tendered, plus Accrued Interest (as
defined in the Offer to Purchase).
The 2027 Notes Tender Offer will expire at 11:59 p.m., New York
City time, on May 13, 2022, or any other date and time to which
Arcos Dorados extends the 2027 Notes Tender Offer (such date and
time, as it may be extended with respect to the 2027 Notes Tender
Offer, the “2027 Notes Expiration Time”).
The obligation of Arcos Dorados to purchase 2027 Notes in the
2027 Notes Tender Offer is conditioned on the satisfaction or
waiver of certain conditions described in the Offer to Purchase.
Arcos Dorados reserves the right, in its sole discretion, to amend
or terminate the 2027 Notes Tender Offer at any time.
The terms and conditions of the 2027 Notes Tender Offer are
described in the offer to purchase dated April 18, 2022 (the “Offer
to Purchase”).
As previously announced, Arcos Dorados will only accept
U.S.$150,000,000 aggregate principal amount, proration factor of
59.65%, to not exceed the 2027 Notes Maximum Purchase Amount.
Given that Arcos Dorados has been advised by the Tender Agent
and Information Agent that, as of the Early Tender Date,
U.S.$230,292,000 in aggregate principal amount of the 2027 Notes,
or approximately 42.97% of the outstanding 2027 Notes, had been
validly tendered (and not validly withdrawn) pursuant to the 2027
Notes Tender Offer, Arcos Dorados will not accept any 2027 Notes
for purchase after the date hereof. As any 2027 Notes validly
tendered (and not validly withdrawn) in the 2027 Notes Tender Offer
will be accepted for purchase by Arcos Dorados subject to the 2027
Notes Maximum Purchase Amount (as defined in the Offer to
Purchase), purchases of validly tendered 2027 Notes will be
prorated, as more fully described in the Offer to Purchase.
The information and tender agent for the 2027 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 the Offer to Purchase 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 2027 Notes
Tender Offer.
The dealer managers for the 2027 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 2027 Notes Tender Offer is made only by
and pursuant to the terms of the Offer to Purchase, and the
information in this notice is qualified by reference to the Offer
to Purchase. 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 2027 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 03/31/2022). 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/20220502005301/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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