As filed with the Securities and Exchange Commission on April 13, 2011
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARCOS DORADOS HOLDINGS INC.
(Exact Name of Registrant as Specified in Its Charter)
Not Applicable
(Translation of Registrant’s name into English)
British Virgin Islands | 5812 | Not Applicable | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Roque Saenz
Peña 432
B1636FFB Olivos, Buenos Aires, Argentina
(011-54-11) 4711-2000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
National Registered Agents, Inc.
875 Avenue of the Americas, Suite 501
New York, NY 10001
(212) 356-8340
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Andrés V. Gil Maurice Blanco Fax: (212) 701-5800 |
Marcelo A. Mottesi Paul E. Denaro Fax: (212) 822-5602 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-173063
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
CALCULATION OF REGISTRATION FEE
Title Of Each Class Of Securities To Be Registered |
Amount To
Be Registered(1) |
Proposed Maximum Offering Price Per Share(2) |
Proposed Maximum Aggregate Offering Price(1)(2) |
Amount Of Registration Fee | ||||
Class A shares, no par value |
12,676,018 | $17.00 | $215,492,306.00 | $25,018.66 | ||||
(1) | Includes shares which the underwriters have the option to purchase. |
(2) | Based on the initial public offering price of $17.00 per share. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
Incorporation by Reference of Registration Statement on Form F-1, File No. 333-173063
Arcos Dorados Holdings Inc. (the “Company”) hereby incorporates by reference into this Registration Statement on Form F-1 in its entirety the Registration Statement on Form F-1 (File No. 333-173063) declared effective on April 8, 2011 by the Securities and Exchange Commission (the “Commission”), including each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated by reference therein and all exhibits thereto.
Exhibits
The following documents are filed as exhibits to this Registration Statement.
Exhibit Number |
Description | |
5.1 | Opinion of Maples and Calder, British Virgin Islands counsel of Arcos Dorados, as to the validity of the class A shares. | |
8.1 | Opinion of Maples and Calder, British Virgin Islands counsel of Arcos Dorados, as to British Virgin Islands tax matters (included in Exhibit 5.1). | |
23.1 | Consent of Pistrelli, Henry Martin y Asociados S.R.L., member firm of Ernst & Young Global. | |
23.2 | Consent of Maples and Calder, British Virgin Islands counsel of Arcos Dorados (included in Exhibit 5.1). | |
25.1 | Powers of Attorney (included on signature page of Registration Statement on Form F-1, File No. 333-173063). |
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Buenos Aires, Argentina, on April 13, 2011.
ARCOS DORADOS HOLDINGS INC. | ||||
By: | /S/ JUAN DAVID BASTIDAS | |||
Name: |
Juan David Bastidas | |||
Title: |
Chief Legal Counsel |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacity and on the dates indicated.
Signature |
Title |
Date | ||
* Woods Staton |
Chairman and Chief Executive Officer (Principal Executive Officer) |
April 13, 2011 | ||
* German Lemonnier |
Director and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
April 13, 2011 | ||
* Sergio Alonso |
Director | April 13, 2011 | ||
* Annette Franqui |
Director | April 13, 2011 | ||
* Carlos Hernández-Artigas |
Director | April 13, 2011 | ||
/S/ DONALD J. PUGLISI Donald J. Puglisi |
Authorized Representative in the United States | April 13, 2011 |
*By: |
/S/ JUAN DAVID BASTIDAS |
April 13, 2011 | ||||
Juan David Bastidas Attorney-in-fact |
II-2
EXHIBITS
Exhibit Number |
Description | |
5.1 | Opinion of Maples and Calder, British Virgin Islands counsel of Arcos Dorados, as to the validity of the class A shares. | |
8.1 | Opinion of Maples and Calder, British Virgin Islands counsel of Arcos Dorados, as to British Virgin Islands tax matters (included in Exhibit 5.1). | |
23.1 | Consent of Pistrelli, Henry Martin y Asociados S.R.L., member firm of Ernst & Young Global. | |
23.2 | Consent of Maples and Calder, British Virgin Islands counsel of Arcos Dorados (included in Exhibit 5.1). | |
25.1 | Powers of Attorney (included on signature page of Registration Statement on Form F-1, File No. 333-173063). |