F-1MEF 1 df1mef.htm FORM F-1 Form F-1

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
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Phone: (212) 450-4000

Fax: (212) 701-5800

  

Marcelo A. Mottesi

Paul E. Denaro
Milbank, Tweed, Hadley & McCloy LLP
One Chase Manhattan Plaza
New York, NY 10005
Phone: (212) 530-5602

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).