Argentina's Arcos Dorados exchanges $90.47 million 7½% notes in offer

By Angela McDaniels

Tacoma, Wash., Oct. 8 - Arcos Dorados Holdings Inc. received tenders for $90,467,000 of Arcos Dorados BV's outstanding 7½% senior notes due 2019 in its exchange offer, according to a company news release.

The offer ended at 11:59 p.m. ET on Oct. 7.

Holders were offered 6 5/8% senior notes due 2023 newly issued by Arcos Dorados Holdings in exchange for their 7½% notes.

Of the notes tendered, all but $512,000 were tendered prior to the early exchange date, 5 p.m. ET on Sept. 23.

In addition, holders tendered $118,366,000 principal amount of the 7½% notes in a tender offer that expired at 5 p.m. ET on Sept. 23.

Holders tendered a total of $208,833,000 of 7½% notes between the two offers. This represents 67.67% of the notes outstanding prior to the offers.

The company issued $98,767,000 of new 6 5/8% notes in the exchange offer and $375 million of new 6 5/8% notes in a concurrent offering for cash. In total, $473,767,000 of new 6 5/8% notes will be outstanding as of the final settlement date, which is expected to be Oct. 9.

Payment amounts

The company offered $1,092.50 principal amount of new 6 5/8% notes per $1,000 principal amount of existing 7½% notes. This includes an early exchange payment of $30.00, payable in new notes, for each note tendered by the early exchange date.

In the tender offer, the company offered $1,082.50 in cash for each $1,000 principal amount of 7½% notes.

The offers also included accrued interest up to the applicable settlement date.

Consent solicitation

Arcos Dorados solicited consents to proposed amendments to the indenture governing the 7½% notes.

The needed consents were received. The amendments eliminated Arcos Dorados BV's obligations to comply with substantially all of the restrictive covenants contained in the indenture.

Holders of a majority in principal amount of the 7½% notes needed to consent to the amendments in order for them to be adopted.

Holders could not deliver consents without tendering their notes and vice versa.

Conditions

The tender and exchange offers and consent solicitation were conditioned on the following:

• A total of more than $154.4 million of 7½% notes being tendered by the tender expiration date and/or the early exchange date;

• The issuance of at least $300 million of new 6 5/8% notes under the exchange offer and/or the concurrent offering and proceeds from the concurrent offering being greater than or equal to the total amount of the tender consideration; and

• New notes issued in the exchange offer on the early exchange settlement date or the final settlement date being fungible with the new notes issued in the concurrent offering.

Both offers began Sept. 11.

D.F. King & Co., Inc. (212 269-5550 for banks and brokers, 800 488-8095 for all others, arcosdorados@dfking.com) is the information and exchange agent.

Arcos Dorados is a McDonald's franchisee based in Buenos Aires.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.