Description of
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Security<\/b><\/p>\n<\/td>\n
CUSIP No.<\/b><\/p>\n<\/td>\n
ISIN<\/b><\/p>\n<\/td>\n
Outstanding Principal Amount<\/b><\/p>\n<\/td>\n
Consideration per \n5.875% Senior Notes \n144A: 03965U AC4 \n144A: US03965U AC45 \nU.S.$385,986,000<\/p>\n<\/td>\n \nU.S.$1,000<\/p>\n<\/td>\n<\/tr>\n \n__________________________<\/p>\n \n* The Consideration for the Notes will be paid together with accrued and unpaid interest from the last interest payment date for the Notes up to, but not including, the Settlement Date (as defined below).<\/p>\n<\/td>\n<\/tr>\n<\/table>\n \nThe Offer will expire at 8:00 a.m., New York City time, on January 23, 2025, or any other date and time to which Arcos Dorados extends the Offer (such date and time, as it may be extended, the \u201cExpiration Time\u201d). Holders of Notes must validly tender their Notes at or prior to the Expiration Time and not validly withdraw them at or prior to the applicable Withdrawal Deadline (as defined in the Offer to Purchase) in order to be eligible to receive the Consideration (as defined in the Offer to Purchase) plus accrued interest for such Notes. Tendered Notes may be validly withdrawn at any time at or prior to the Withdrawal Deadline but not thereafter.<\/p>\n \nThe obligation of Arcos Dorados to purchase Notes in the Offer is conditioned on the satisfaction or waiver of certain conditions, including, without limitation, the Financing Condition, described in the Offer Documents. Arcos Dorados reserves the right, in its sole discretion, to amend or terminate the Offer at any time.<\/p>\n \nThe Offer is being made in connection with an expected proposed offering of U.S. dollar denominated senior notes (the \u201cNew Notes\u201d) to be issued by Arcos Dorados B.V., a subsidiary of Arcos Dorados (the \u201cProposed New Notes Offering\u201d). The Proposed New Notes Offering will be exempt from the registration requirements of the U.S. Securities Act of 1933, as amended.<\/p>\n \nIf an offering of New Notes is announced, tendering Holders who wish to tender their Notes for cash and also subscribe for the New Notes should quote a unique identifier code corresponding to the New Notes being subscribed (\u201cUnique Identifier Code\u201d), which can be obtained by contacting any of the Dealer Managers, in their acceptance to DTC through the DTC Automated Offer Program (\u201cATOP\u201d) or Electronic Acceptance Instruction. A Unique Identifier Code is not required for a Holder to tender its Notes, but if a tendering Holder wishes to subscribe for the New Notes, such Holder should obtain a Unique Identifier Code from a Dealer Manager and enter the Unique Identifier Code in its ATOP.<\/p>\n \nIf the proposed offering of New Notes is announced, Arcos Dorados will review tender instructions received on or prior to the pricing date of the New Notes, and may give priority to those investors tendering with Unique Identifier Codes in connection with the allocation of New Notes. However, no assurances can be given that any Holder that tenders its Notes will be given an allocation of New Notes at the levels it may subscribe for, or at all.<\/p>\n \nThe information and tender agent for the Offer is Global Bondholder Services Corporation. To contact the information and tender agent, banks and brokers may call +1 (212) 430-3774, and others may call U.S. toll-free: +1 (855) 654-2015 or email contact@gbsc-usa.com<\/a>. Additional contact information is set forth below.<\/p>\n
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U.S.$1,000
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Outstanding
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Principal Amount*<\/b><\/p>\n<\/td>\n<\/tr>\n\n \n
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due 2027<\/p>\n<\/td>\n\u00a0<\/td>\n \n
\n
Reg S: G0457FAC1<\/p>\n<\/td>\n\u00a0<\/td>\n \n
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Reg S: USG0457FAC17<\/p>\n<\/td>\n\u00a0<\/td>\n \n \u00a0<\/td>\n \n \n \n
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