Arcos Dorados Announces Acceptance of 7.50% Senior Notes due 2019 in Tender and Early Exchange

  Arcos Dorados Announces Acceptance of 7.50% Senior Notes due 2019 in Tender
  and Early Exchange

Business Wire

BUENOS AIRES, Argentina -- September 27, 2013

Arcos Dorados Holdings Inc. (the “Company”) (NYSE:ARCO) announces that it has
accepted and exchanged US$89,955,000 of Arcos Dorados B.V.’s outstanding 7.50%
Senior Notes due 2019 (the “2019 Existing Notes”) that were tendered prior to
the Early Exchange Date (as defined in the Company’s tender and exchange offer
and consent solicitation statement dated as of September 10, 2013 (the “Tender
and Exchange Offer and Consent Solicitation Statement”)) in response 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”) and has accepted and purchased US$118,366,000 of 2019
Existing Notes that were tendered prior to the Tender Expiration Date (as
defined in the Tender and Exchange Offer and Consent Solicitation Statement)
in response to its previously announced offer to purchase for cash any and all
of the outstanding 2019 Existing Notes (the “Tender Offer” and, together with
the Exchange Offer, the “Tender and Exchange Offer”).

The total aggregate principal amount of the 2019 Existing Notes accepted and
exchanged or purchased by the Company on September 27, 2013 is US$208,321,000,
representing approximately 67.5% of the outstanding 2019 Existing Notes.

The Company issued US$98,225,000 aggregate principal amount of New Notes, paid
US$50,837.50 in cash in lieu of fractional New Notes and paid US$3,298,350.15
in cash for accrued and unpaid interest in exchange for the US$89,955,000
aggregate principal amount of 2019 Existing Notes tendered in the Exchange
Offer. The Company paid US$128,131,195.00 as tender consideration and paid
US$4,340,086.78 in cash for accrued and unpaid interest for the purchase of
the US$118,366,000 aggregate principal amount of 2019 Existing Notes tendered
in the Tender Offer.

In addition, the Company issued and sold US$375,000,000 aggregate principal
amount of 6.625% Senior Notes due 2023 issued by the Company (the “Concurrent
New Notes”), resulting in a total aggregate principal amount of New Notes and
Existing New Notes outstanding of US$473,225,000. The Concurrent New Notes are
fully fungible with and trade under the same CUSIPs as the New Notes. The
Concurrent New Notes were offered (the “Concurrent Offering”) 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-US persons in accordance with Regulation S under the
Securities Act.

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. In addition, as of September 27, 2013, (1)
the aggregate amount of New Notes and Concurrent New Notes issued in the
Exchange Offer and the Concurrent Offering was greater than US$300,000,000 and
the proceeds received by the Company in the Concurrent Offering were 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 “Minimum New Notes Offering Condition”) and (2) the
New Notes issued in the Exchange Offer on the Early Exchange Settlement Date
(as defined in the Tender and Exchange Offer and Consent Solicitation
Statement) were fungible for US federal income tax purposes with the
Concurrent New Notes issued in the Concurrent Offering (the “Tax Fungibility
Condition”). As a result, pursuant to the terms and conditions described in
the Tender and Exchange Offer and Consent Solicitation Statement, the Company
has met the Minimum Tender Condition, the Minimum New Notes Offering Condition
and the Tax Fungibility Condition (in each case, as defined in the Tender and
Exchange Offer and Consent Solicitation Statement).

Consent Solicitation

In conjunction with the Tender Offer and the Exchange Offer, Arcos Dorados
B.V. 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”). The Company has received valid consents from holders of
US$208,321,000 aggregate principal amount of the 2019 Existing Notes,
representing approximately 67.5% of the outstanding 2019 Existing Notes.
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 have executed a supplemental indenture effecting the
Proposed Amendments, which supplemental indenture became effective when the
Company purchased or exchanged a majority in aggregate principal amount of the
outstanding 2019 Existing Notes on September 27, 2013.

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
 
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