SEC Form SC 13G/A filed by Arcos Dorados Holdings Inc. (Amendment)
CUSIP No. G0457F107
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
| Arcos Dorados Holdings, Inc.-A |
| (Name of Issuer) |
| 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:
x Rule 13d-1(b)
o Rule 13d-1(c)
o 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).
(Continued on following page(s))
CUSIP No. G0457F107
| 13G | Page 2 of 13 |
| 1. | NAME OF REPORTING PERSONS | |
| Nuveen Asset Management, LLC 27-4357327 | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o |
| (b) o | ||
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED | ||
| BY EACH REPORTING PERSON WITH: | ||
| 5. | SOLE VOTING POWER | 1,056 | |
| 6. | SHARED VOTING POWER | 0 | |
| 7. | SOLE DISPOSITIVE POWER | 1,056 | |
| 8. | SHARED DISPOSITIVE POWER | 0 | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 1,056 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 0.00% | |
| 12. | TYPE OF REPORTING PERSON |
| IA |
CUSIP No. G0457F107
| 13G | Page 3 of 13 |
| 1. | NAME OF REPORTING PERSONS | |
| TIAA-CREF Investment Management, LLC | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o |
| (b) o | ||
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED | ||
| BY EACH REPORTING PERSON WITH: | ||
| 5. | SOLE VOTING POWER | 8,812,494 | |
| 6. | SHARED VOTING POWER | 0 | |
| 7. | SOLE DISPOSITIVE POWER | 8,812,494 | |
| 8. | SHARED DISPOSITIVE POWER | 0 | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 8,812,494 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 6.74% | |
| 12. | TYPE OF REPORTING PERSON |
| IA |
CUSIP No. G0457F107
| 13G | Page 4 of 13 |
| 1. | NAME OF REPORTING PERSONS | |
| Teachers Advisors, LLC | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o |
| (b) o | ||
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Delaware | ||
| NUMBER OF SHARES BENEFICIALLY OWNED | ||
| BY EACH REPORTING PERSON WITH: | ||
| 5. | SOLE VOTING POWER | 7,008,689 | |
| 6. | SHARED VOTING POWER | 0 | |
| 7. | SOLE DISPOSITIVE POWER | 7,008,689 | |
| 8. | SHARED DISPOSITIVE POWER | 0 | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 7,008,689 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 5.36% | |
| 12. | TYPE OF REPORTING PERSON |
| IA |
CUSIP No. G0457F107
| 13G | Page 5 of 13 |
| 1. | NAME OF REPORTING PERSONS | |
| College Retirement Equities Fund- Stock Account | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o |
| (b) o | ||
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| New York | ||
| NUMBER OF SHARES BENEFICIALLY OWNED | ||
| BY EACH REPORTING PERSON WITH: | ||
| 5. | SOLE VOTING POWER | 0 | |
| 6. | SHARED VOTING POWER | 8,812,494 | |
| 7. | SOLE DISPOSITIVE POWER | 0 | |
| 8. | SHARED DISPOSITIVE POWER | 8,812,494 | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 8,812,494 | ||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |
| 6.74% | ||
| 12. | TYPE OF REPORTING PERSON | |
| IV |
CUSIP No. G0457F107
| 13G | Page 6 of 13 |
| 1. | NAME OF REPORTING PERSONS | |
| TIAA-CREF Emerging Markets Equity Fund | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o |
| (b) o | ||
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| New York | ||
| NUMBER OF SHARES BENEFICIALLY OWNED | ||
| BY EACH REPORTING PERSON WITH: | ||
| 5. | SOLE VOTING POWER | 0 | |
| 6. | SHARED VOTING POWER | 6,892,655 | |
| 7. | SOLE DISPOSITIVE POWER | 0 | |
| 8. | SHARED DISPOSITIVE POWER | 6,892,655 | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 6,892,655 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 5.28% | |
| 12. | TYPE OF REPORTING PERSON |
| IV |
CUSIP No. G0457F107
| 13G | Page 7 of 13 |
| Item 1(a). | NAME OF ISSUER: |
Arcos Dorados Holdings, Inc.-A
| Item 1(b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
Rio Negro 1338, First Floor,
Montevideo, Uruguay, 11100
| Items 2(a)-2(c). | NAME, ADDRESS OF PRINCIPAL BUSINESS OFFICE, AND CITIZENSHIP OF PERSONS FILING: |
Nuveen Asset Management, LLC (“NAM”)
333 W. Wacker Drive
Chicago, IL 60606
Citizenship: Delaware
TIAA-CREF Investment Management, LLC (“TCIM”)
730 Third Avenue
New York, NY 10017-3206
Citizenship: Delaware
Teachers Advisors, LLC (“TAL”)
730 Third Avenue
New York, NY 10017-3206
Citizenship: Delaware
College Retirement Equities Fund-Stock Account (“CREF SA”)
730 Third Avenue
New York, NY 10017-3206
Citizenship: New York
TIAA-CREF Emerging Markets Equity Fund (“TC EMEF”)
730 Third Avenue
New York, NY 10017-3206
Citizenship: New York
CUSIP No. G0457F107
| 13G | Page 8 of 13 |
| Item 2(d). | TITLE OF CLASS OF SECURITIES: |
Common Stock
| Item 2(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: |
| NAM |
| (a) | o | Broker or dealer registered under Section 15 of the Exchange Act. |
| (b) | o | Bank as defined in Section 3(a)(6) of the Exchange Act. |
| (c) | o | Insurance Company as defined in Section 3(a)(19) of the Exchange Act. |
| (d) | o | Investment Company registered under Section 8 of the Investment Company Act of 1940. |
| (e) | x | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
| (f) | o | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
| (g) | o | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). |
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
| (i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940. |
| (j) | o | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
| TCIM |
| (a) | o | Broker or dealer registered under Section 15 of the Exchange Act. |
| (b) | o | Bank as defined in Section 3(a)(6) of the Exchange Act. |
| (c) | o | Insurance Company as defined in Section 3(a)(19) of the Exchange Act. |
| (d) | o | Investment Company registered under Section 8 of the Investment Company Act of 1940. |
| (e) | x | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
| (f) | o | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
| (g) | o | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). |
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
CUSIP No. G0457F107
| 13G | Page 9 of 13 |
| (i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940. |
| (j) | o | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
| TAL |
| (a) | o | Broker or dealer registered under Section 15 of the Exchange Act. |
| (b) | o | Bank as defined in Section 3(a)(6) of the Exchange Act. |
| (c) | o | Insurance Company as defined in Section 3(a)(19) of the Exchange Act. |
| (d) | o | Investment Company registered under Section 8 of the Investment Company Act of 1940. |
| (e) | x | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
| (f) | o | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
| (g) | o | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). |
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
| (i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940. |
| (j) | o | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
CREF SA
| (a) | o | Broker or dealer registered under Section 15 of the Exchange Act. |
| (b) | o | Bank as defined in Section 3(a)(6) of the Exchange Act. |
| (c) | o | Insurance Company as defined in Section 3(a)(19) of the Exchange Act. |
| (d) | x | Investment Company registered under Section 8 of the Investment Company Act of 1940. |
| (e) | o | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
| (f) | o | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
| (g) | o | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). |
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
| (i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940. |
| (j) | o | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
CUSIP No. G0457F107
| 13G | Page 10 of 13 |
TC EMEF
| (a) | o | Broker or dealer registered under Section 15 of the Exchange Act. |
| (b) | o | Bank as defined in Section 3(a)(6) of the Exchange Act. |
| (c) | o | Insurance Company as defined in Section 3(a)(19) of the Exchange Act. |
| (d) | x | Investment Company registered under Section 8 of the Investment Company Act of 1940. |
| (e) | o | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
| (f) | o | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
| (g) | o | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). |
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
| (i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940. |
| (j) | o | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
| Item 4. | OWNERSHIP |
| (a) | Aggregate amount beneficially owned: | 15,822,239 (See Exhibit A attached) | |
| (b) | Percent of class: | 12.11% | |
| (c) | Number of shares as to which person has: | ||
| NAM | TCIM | TAL | CREF SA | TC EMEF | |
| Sole Voting Power: | 1,056 | 8,812,494 | 7,008,689 | 0 | 0 |
| Shared Voting Power: | 0 | 0 | 0 | 8,812,494 | 6,892,655 |
| Sole Dispositive Power: | 1,056 | 8,812,494 | 7,008,689 | 0 | 0 |
| Shared Dispositive Power: | 0 | 0 | 0 | 8,812,494 | 6,892,655 |
| Item 5. | OWNERSHIP OF FIVE 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 five percent of the class of securities, check the following o.
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
See Exhibit A attached
CUSIP No. G0457F107
| 13G | Page 11 of 13 |
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
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. | CERTIFICATIONS. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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, other than activities solely in connection with nomination under §240.14a-11
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 14, 2024
| NUVEEN ASSET MANAGEMENT, LLC | ||
| By: | /s/ Erik Mogavero | |
| Erik Mogavero | ||
| Managing Director | ||
| Head of Affiliate Compliance | ||
| TIAA-CREF INVESTMENT MANAGEMENT, LLC | ||
| By: | /s/ Stuart R. Brunet | |
| Stuart Brunet, Managing Director, | ||
| Chief Compliance Officer | ||
| TEACHERS ADVISORS, LLC | ||
| By: | /s/ Stuart R. Brunet | |
| Stuart Brunet, Managing Director, | ||
| Chief Compliance Officer | ||
CUSIP No. G0457F107
| 13G | Page 12 of 13 |
| COLLEGE RETIREMENT EQUITIES FUND-STOCK ACCOUNT | ||
| By: | /s/ Stuart R. Brunet | |
| Stuart Brunet, Managing Director, | ||
| Chief Compliance Officer | ||
| TEACHERS ADVISORS, LLC on behalf of the TIAA-CREF EMERGING MARKETS EQUITY FUND | ||
| By: | /s/ Stuart R. Brunet | |
| Stuart Brunet, Managing Director, | ||
| Chief Compliance Officer | ||
| CUSIP No. G0457F107 | 13G | Page 13 of 13 |
EXHIBIT A
ITEM 6. OWNERSHIP.
Nuveen Asset Management, LLC (“NAM”), is a registered investment adviser affiliated with TCIM and TAL. NAM may be deemed to be a beneficial owner of 1,056 shares of Issuer’s common stock. TIAA-CREF Investment Management, LLC (“TCIM”) is the investment adviser to the College Retirement Equities Fund (“CREF”), a registered investment company, and may be deemed to be a beneficial owner of 8,812,494 shares of Issuer’s common stock owned by CREF. Teachers Advisors, LLC (“TAL”) is the investment adviser to three registered investment companies, TIAA-CREF Funds (“Funds”), TIAA-CREF Life Funds (“Life Funds”), and TIAA Separate Account VA-1 (“VA-1”), as well as one or more separately managed accounts of Advisors (collectively, the “Separate Accounts”), and may be deemed to be a beneficial owner of 7,008,689 shares of Issuer’s common stock owned separately by Funds, Life Funds, VA-1, and/or the Separate Accounts.. These shares were acquired in the ordinary course of business, and not with the purpose or effect of changing or influencing control of the Issuer.