SEC Form SC 13G/A filed by Arcos Dorados Holdings Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. 2)*
Arcos Dorados Holdings Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
G0457F107
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. G0457F107 |
| 1. | Names of Reporting Persons
Fideicomiso de Administración con Derecho de Reversión Identificado con el Número F/3871 | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ☐ | |
| (b) | ☐ | |
| 3. | SEC Use Only
| |
| 4. | Citizenship or Place of Organization
United Mexican States | |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
5,839,834 (1) |
| 6. | Shared Voting Power
-0- | |
| 7. | Sole Dispositive Power
5,839,834 (1) | |
| 8. | Shared Dispositive Power
-0- | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
5,839,834 (1) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
| 11. | Percent of Class Represented by Amount in Row (9)
4.47% (2) |
| 12. | Type of Reporting Person (See Instructions)
OO |
| (1) | All shares of Class A Common Stock of Arcos Dorados Holdings Inc. (the “Issuer”) held by Fideicomiso de Administración con Derecho de Reversión Identificado con el Número F/3871 (“Trust F/3871”) may be deemed to be beneficially owned by David Coppel Calvo as administrator of Trust F/3871. |
| (2) | Based on the total number of shares of the Issuer’s Class A Common Stock outstanding as of September 30, 2023, as reported in the Issuer’s Form 6-K filed on November 16, 2023. |
2
| CUSIP No. G0457F107 |
| 1. | Names of Reporting Persons
Contrato de Fideicomiso de Administración con Derecho de Reversión Número F/3989 | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ☐ | |
| (b) | ☐ | |
| 3. | SEC Use Only
| |
| 4. | Citizenship or Place of Organization
United Mexican States | |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
686,787 (1) |
| 6. | Shared Voting Power
-0- | |
| 7. | Sole Dispositive Power
686,787 (1) | |
| 8. | Shared Dispositive Power
-0- | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
686,787 (1) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
| 11. | Percent of Class Represented by Amount in Row (9)
0.53% (2) |
| 12. | Type of Reporting Person (See Instructions)
OO |
| (1) | All shares of Class A Common Stock of the Issuer held by Contrato de Fideicomiso de Administración con Derecho de Reversión Número F/3989 (“Trust F/3989”) may be deemed to be beneficially owned by David Coppel Calvo as he holds sole power to decide and give investment orders on Trust F/3989. |
| (2) | Based on the total number of shares of the Issuer’s Class A Common Stock outstanding as of September 30, 2023, as reported in the Issuer’s Form 6-K filed on November 16, 2023. |
3
| CUSIP No. G0457F107 |
| 1. | Names of Reporting Persons
David Coppel Calvo | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ☐ | |
| (b) | ☐ | |
| 3. | SEC Use Only
| |
| 4. | Citizenship or Place of Organization
United Mexican States | |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
6,526,621 (1) |
| 6. | Shared Voting Power
-0- | |
| 7. | Sole Dispositive Power
6,526,621 (1) | |
| 8. | Shared Dispositive Power
-0- | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
6,526,621 (1) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
| 11. | Percent of Class Represented by Amount in Row (9)
5.00% (2) |
| 12. | Type of Reporting Person (See Instructions)
IN |
| (1) | All Class A Common Stock of the Issuer held by Trust F/3871 and Trust F/3989 (the “Trusts”) may be deemed to be beneficially owned by David Coppel Calvo as administrator of Trust F/3871 and as he holds sole power to decide and give investment orders on Trust F/3989. |
| (2) | Based on the total number of shares of the Issuer’s Class A Common Stock outstanding as of September 30, 2023, as reported in the Issuer’s Form 6-K filed on November 16, 2023. |
4
| Item 1. | ||
| (a) | Name of Issuer
Arcos Dorados Holdings Inc. (the “Issuer”) | |
| (b) | Address of Issuer’s Principal Executive Offices
Rio Negro 1338, First Floor, Montevideo, Uruguay, 11100 | |
| Item 2. | ||
| (a) | Name of Person Filing
Fideicomiso de Administración con Derecho de Reversión Identificado con el Número F/3871 (“Trust F/3871”), Contrato de Fideicomiso de Administración con Derecho de Reversión Número F/3989 (“Trust F/3989”) and David Coppel Calvo (together, “Reporting Persons”)(1) | |
| (b) | Address of Principal Business Office or, if none, Residence:
Trust F/3871 — Banco Invex, S.A. Blvd. Manuel Avila Camacho 40 - piso 9 Col. Lomas de Chapultepec III sección Del. Miguel Hidalgo, C.P. 11000 Ciudad de México, México
Trust F/3989 — Banco Invex, S.A. Blvd. Manuel Avila Camacho 40 - piso 9 Col. Lomas de Chapultepec III sección Del. Miguel Hidalgo, C.P. 11000 Ciudad de México, México
Mr. Coppel Calvo — Av. Kiki Murillo 101 - 20 Col. La Primavera, C.P. 80300 Culiacán, Sinaloa, México. | |
| (c) | Citizenship
The Trusts are organized under the laws of the United Mexican States. Mr. Coppel Calvo is a citizen of the United Mexican States. | |
| (d) | Title of Class of Securities
Class A Common Stock, no par value. | |
| (e) | CUSIP Number
G0457F107 | |
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: | |
| Not Applicable. | ||
| (1) | Neither the present filing nor anything contained herein shall be construed as an admission that the Reporting Persons constitute a “group” for any purpose and each expressly disclaims membership in a group. |
5
| Item 4. | Ownership | ||
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |||
| (a) | Amount beneficially owned:
See the responses to Item 9 on the attached cover pages. | ||
| (b) | Percent of class:
See the responses to Item 11 on the attached cover pages. | ||
| (c) | Number of shares as to which the person has: | ||
| (i) | Sole power to vote or to direct the vote
See the responses to Item 5 on the attached cover pages. | ||
| (ii) | Shared power to vote or to direct the vote
See the responses to Item 6 on the attached cover pages. | ||
| (iii) | Sole power to dispose or to direct the disposition of
See the responses to Item 7 on the attached cover pages. | ||
| (iv) | Shared power to dispose or to direct the disposition of
See the responses to Item 8 on the attached cover pages. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class | ||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐. | |||
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person | ||
| Not Applicable. | |||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person | ||
| Not Applicable. | |||
| Item 8. | Identification and Classification of Members of the Group | ||
| Not Applicable. | |||
| Item 9. | Notice of Dissolution of Group | ||
| Not Applicable. | |||
| Item 10. | Certification |
| By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
[Signature page to follow]
6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 16, 2024
| FIDEICOMISO DE ADMINISTRACIÓN CON DERECHO DE REVERSIÓN IDENTIFICADO CON EL NÚMERO F/3871 | |||
| By: | INVEX S.A., as Trustee | ||
| By: | /s/ Francisco Javier Martínez García | ||
| Name: | Francisco Javier Martínez García | ||
| Title: | Delegado Fiduciario | ||
| By: | /s/ Pedro Izquierdo Rueda | ||
| Name: | Pedro Izquierdo Rueda | ||
| Title: | Delegado Fiduciario | ||
| CONTRATO DE FIDEICOMISO DE ADMINISTRACIÓN CON DERECHO DE REVERSIÓN NÚMERO F/3989 | |||
| By: | INVEX S.A., as Trustee | ||
| By: | /s/ Francisco Javier Martínez García | ||
| Name: | Francisco Javier Martínez García | ||
| Title: | Delegado Fiduciario | ||
| By: | /s/ Pedro Izquierdo Rueda | ||
| Name: | Pedro Izquierdo Rueda | ||
| Title: | Delegado Fiduciario | ||
| DAVID COPPEL CALVO | |||
| /s/ David Coppel Calvo | |||
7
JOINT FILING AGREEMENT
We, the signatories of the statement to which this Joint Filing Agreement is attached, hereby agree that such statement is filed, and any amendments thereto filed by any or all of us, will be filed, on behalf of each of us.
Date: February 16, 2024
| FIDEICOMISO DE ADMINISTRACIÓN CON DERECHO DE REVERSIÓN IDENTIFICADO CON EL NÚMERO F/3871 | |||
| By: | INVEX S.A., as Trustee | ||
| By: | /s/ Francisco Javier Martínez García | ||
| Name: | Francisco Javier Martínez García | ||
| Title: | Delegado Fiduciario | ||
| By: | /s/ Pedro Izquierdo Rueda | ||
| Name: | Pedro Izquierdo Rueda | ||
| Title: | Delegado Fiduciario | ||
| CONTRATO DE FIDEICOMISO DE ADMINISTRACIÓN CON DERECHO DE REVERSIÓN NÚMERO F/3989 | |||
| By: | INVEX S.A., as Trustee | ||
| By: | /s/ Francisco Javier Martínez García | ||
| Name: | Francisco Javier Martínez García | ||
| Title: | Delegado Fiduciario | ||
| By: | /s/ Pedro Izquierdo Rueda | ||
| Name: | Pedro Izquierdo Rueda | ||
| Title: | Delegado Fiduciario | ||
| DAVID COPPEL CALVO | |||
| /s/ David Coppel Calvo | |||
8