Arcos Dorados Announces Tender and Early Exchange Results

  Arcos Dorados Announces Tender and Early Exchange Results

Business Wire

BUENOS AIRES -- September 24, 2013

Arcos Dorados Holdings Inc. (the “Company”) (NYSE:ARCO) announced today that
(i) as of 5:00 PM, New York City time, on September 23, 2013 (the “Tender
Expiration Date”), it had received as validly tendered and eligible for
purchase US$118,066,000 of Arcos Dorados B.V.’s outstanding 7.50% Senior Notes
due 2019 (the “2019 Existing Notes”) pursuant to its previously announced
offer to purchase for cash any and all outstanding 2019 Existing Notes (the
“Tender Offer”), representing approximately 38% of the outstanding 2019
Existing Notes, and (ii) as of 5:00 PM, New York City time, on September 23,
2013 (the “Early Exchange Date”), it had received as validly tendered and
eligible for exchange US$89,955,000 of the 2019 Existing Notes pursuant to its
previously announced offer to exchange any and all of the 2019 Existing Notes
for the Company’s newly issued 6.625% Senior Notes due 2023 (the “New Notes”)
(the “Exchange Offer”), representing approximately 29% of the outstanding 2019
Existing Notes.

The Tender Offer expired on the Tender Expiration Date. The Exchange Offer is
scheduled to expire at 11:59 PM, New York City time, on October 7, 2013,
unless extended (the “Exchange Expiration Date”). Withdrawal rights with
respect to the Tender Offer, the Exchange Offer and the Consents (as defined
below) have expired as scheduled.

Satisfaction of Special Conditions

As of 5:00 PM, New York City time, on September 23, 2013, the Company had
received as validly tendered and eligible for purchase or exchange more than
US$154,400,000 aggregate principal amount of 2019 Existing Notes in the Tender
Offer, the Exchange Offer or both. As a result, pursuant to the terms and
conditions described in the tender and exchange offer and consent solicitation
statement dated as of September 10, 2013 (the “Tender and Exchange Offer and
Consent Solicitation Statement”), the Company has met the Minimum Tender
Condition (as defined in the Tender and Exchange Offer and Consent
Solicitation Statement).

The Tender and Exchange Offer and Consent Solicitation (as defined below) is
also conditioned on (1) the aggregate amount of New Notes and/or Concurrent
New Notes (as defined in the Tender and Exchange Offer and Consent
Solicitation Statement) to be issued in the Exchange Offer and/or the
concurrent offering that the Company intends to settle on or about September
27, 2013 (the “Concurrent Offering”) being equal to or greater than
US$300,000,000 and the proceeds received by the Company in the Concurrent
Offering being equal to or greater than the aggregate dollar amount of the
amount in cash in US dollars equal to US$1,082.50 for each US$1,000 principal
amount of 2019 Existing Notes tendered in the Tender Offer (the "Tender
Consideration") (the “Minimum New Notes Offering Condition”) and (2) the New
Notes issued in the Exchange Offer on the Early Exchange Settlement Date or
the Final Settlement Date, as the case may be, being fungible for U.S. federal
income tax purposes with the Concurrent New Notes issued in the Concurrent
Offering (the “Tax Fungibility Condition”).

Settlement Information

Subject to the fulfillment of the Minimum New Notes Offering Condition, the
Tax Fungibility Condition and the other General Conditions (as defined in the
Tender and Exchange Offer and Consent Solicitation Statement), the Company
expects to purchase all 2019 Existing Notes accepted by it in the Tender Offer
on or about September 27, 2013 (the “Cash Tender Settlement Date”). In
addition, at a date after the Early Exchange Date and prior to the Exchange
Expiration Date, the Company may elect to accept for exchange all 2019
Existing Notes validly tendered prior to the Early Exchange Date (such date,
the “Early Exchange Acceptance Date”). Payment for all 2019 Existing Notes
validly tendered pursuant to the Exchange Offer prior to the Early Exchange
Date will be made promptly following the Early Acceptance Date, if any (the
“Early Exchange Settlement Date”). The Company expects to have an Early
Exchange Settlement Date and expects that date to be September 27, 2013.
Promptly following the Exchange Expiration Date, the Company expects to accept
for exchange (the “Final Acceptance Date”) any and all validly tendered 2019
Existing Notes not previously purchased, subject to the terms and conditions
of the Tender and Exchange Offer and Consent Solicitation Statement.Such
payment will be made promptly following the Final Acceptance Date (the “Final
Settlement Date”).

Consent Solicitation for Proposed Amendments

In conjunction with the Tender Offer and the Exchange Offer, Arcos Dorados
B.V. has solicited consents (the “Consents”) to certain proposed amendments
(the “Proposed Amendments”) to the indenture under which the 2019 Existing
Notes were issued (the “Consent Solicitation” and, together with the Tender
Offer and the Exchange Offer, the “Tender and Exchange Offer and Consent
Solicitation”). Having received the requisite consents in the Consent
Solicitation, Arcos Dorados B.V., as issuer, certain subsidiaries of Arcos
Dorados B.V., as guarantors, the trustee, registrar, paying agent and transfer
agent, and the Luxembourg paying agent will execute a supplemental indenture
effecting the Proposed Amendments. The Proposed Amendments will not become
effective until a majority in aggregate principal amount of the outstanding
2019 Existing Notes are purchased or exchanged on the Cash Tender Settlement
Date or the Early Exchange Settlement Date or, if no Early Exchange Settlement
Date is announced, the Final Settlement Date.

Further Information

The Tender and Exchange Offer and Consent Solicitation is being made only to
holders of 2019 Existing Notes who have properly completed, executed and
delivered to the information and exchange agent an eligibility letter, whereby
such holder has represented to the Company that it is (i) a “qualified
institutional buyer,” or “QIB,” as defined in Rule 144A under the Securities
Act of 1933, as amended (the “Securities Act”) and under applicable state
securities laws; or (ii) a “non-US Person” (as defined in Regulation S under
the Securities Act) (the “Eligible Holders”), and if in any member state of
the European Economic Area which has implemented Directive 2003/71/EC (the
“Prospectus Directive,” which term includes amendments thereto, including
Directive 2010/73/EU), a “qualified investor” (as defined in the Prospectus
Directive).

The NEW notes have not been AND WILL NOT BE registered under the Securities
Act of 1933, as amended, and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration
requirements. THE NEW NOTES ARE BEING ISSUED ONLY TO ELIGIBLE HOLDERS.

D.F. King & Co., Inc. has been appointed as the information and exchange agent
for the Tender and Exchange Offer and Consent Solicitation. Holders may
contact the information and exchange agent to request the eligibility letter.
Banks and brokers call: (212) 269-5550. All others call toll free: (800)
488-8095. Email: arcosdorados@dfking.com.

This press release is not an offer to sell or a solicitation of an offer to
buy any security.The Tender Offer and the Exchange Offer are being made
solely by the Tender and Exchange Offer and Consent Solicitation Statement and
the related letter of transmittal and consent, and only to such persons and in
such jurisdictions as are permitted under applicable law.

                                    *****

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 Guyana, Guadeloupe, Martinique, Mexico, Panama, Peru, Puerto
Rico, St. Croix, St. Thomas, Trinidad & Tobago, Uruguay and Venezuela. The
Company operates or franchises 1,971 McDonald’s-branded restaurants with over
90,000 employees serving approximately 4.3 million customers a day, as of June
2013.

Cautionary Statement About 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
Tender and Exchange Offer and Consent Solicitation and the Concurrent
Offering. 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.

Contact:

Investor Relations:
Sofia Chellew, +54 11 4711 2515
sofia.chellew@ar.mcd.com
 
Press spacebar to pause and continue. Press esc to stop.