Darden es la compañía de restaurante de servicio completo más grande del mundo
La familia Darden de restaurantes presenta algunas de las marcas más reconocidas y acertadas en el servicio completo de comida: Olive Garden, LongHorn Steakhouse, The Capital Grille, Bahama Breeze y Seasons 52. Nuestras marcas han sido establecidas durante décadas de aprendizaje de nuestros invitados. Sus inspiraciones culinarias vienen de los pueblos pesqueros de Maine, las mesas de familia de Italia y el Oeste Americano – iconos que reflejan la diversidad rica de aquellos que visitan nuestros restaurantes.

Inclusive, no es ninguna exageración el decir que nuestras marcas más grandes se han convertido en iconos. Desde la apertura de nuestro primer restaurante de Red Lobster en Lakeland en Florida, en 1968, Darden ha crecido para hacerse la compañía de restaurantes de servicio completo más grande del mundo. A través de subsidiarias, poseemos y operamos casi 1,800 restaurantes, empleamos a aproximadamente 180,000 personas y servimos más de 400 millones de comidas por año.
Recent News
Fri, 28 Aug 2015 12:23:00 -0400

ORLANDO, Fla., Aug. 28, 2015 /PRNewswire/ -- Darden Restaurants, Inc., (NYSE: DRI) plans to release its fiscal 2016 first quarter financial results before the market opens on Tuesday, September 22, 2015, with a conference call to follow at 8:30 am ETGene Lee, CEO, and other senior management will discuss first quarter results and conduct a question and answer session.  For those who cannot listen to the live broadcast, a replay will be available shortly after the call.

What:   

Darden Restaurants, Inc. Fiscal 2016 First Quarter Earnings Conference Call



When:   

8:30 am ET, Tuesday, September 22, 2015



Where:   

https://www.webcaster4.com/Webcast/Page/1007/10299



How:  

Live over the Internet – Simply log on to the web at the address above or, to access via the telephone, dial 1-888-820-8959 and enter passcode 8850168 to join the call.

About Darden
Darden Restaurants, Inc., (NYSE: DRI), owns and operates more than 1,500 restaurants that generate $6.8 billion in annual sales. Headquartered in Orlando, Fla., and employing more than 150,000 people, Darden is recognized for a culture that rewards caring for and responding to people. Our restaurant brands – Olive Garden, LongHorn Steakhouse, Bahama Breeze, Seasons 52, The Capital Grille, Eddie V's and Yard House – reflect the rich diversity of those who dine with us. Our brands are built on deep insights into what our guests want. For more information, please visit www.darden.com

Logo - http://photos.prnewswire.com/prnh/20050203/FLTH026LOGO

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/darden-restaurants-to-host-fiscal-2016-first-quarter-conference-call-on-september-22-300134708.html

SOURCE Darden Restaurants, Inc.: Financial

(Analysts) Kevin Kalicak (407) 245-5870; (Media) Rich Jeffers (407) 245-4189
Mon, 17 Aug 2015 09:00:00 -0400

ORLANDO, Fla. (Aug. 17, 2015) – Darden Restaurants, Inc. (NYSE: DRI) today announced that Bill Lenehan has been named CEO of Four Corners Property Trust, Inc., the real estate company that is expected to be separated from Darden later this year in a spin-off, split-off or similar transaction. Four Corners is expected to elect to be subject to tax as a real estate investment trust (REIT) effective January 1, 2016. Until the separation, Lenehan will report to Darden CEO Gene Lee. Lenehan’s appointment as CEO of Four Corners is effective August 17.

“The Board and I have been incredibly impressed with Bill's leadership, knowledge, and skill related to the Four Corners transaction,” said Darden CEO Gene Lee. “We have also been impressed with his vision and capability, which gives us confidence he will be able to lead and transform Four Corners into a leading growth company. We are extremely pleased to have a leader with Bill's level of expertise for this very exciting new company.”

As a result of this appointment, Lenehan, who currently sits on Darden’s Board of Directors and is running for reelection at the company’s 2015 Annual Meeting of Shareholders, will resign from the Board if and when the separation of Four Corners occurs. He also will no longer serve on any of the independent committees of Darden’s Board effective immediately.

Lenehan has a strong track record of success in real estate including two years as Special Advisor to the Board of Directors at Evoq Properties Inc., which at the time was one of the largest property owners in Downtown Los Angeles, with holdings in industrial, office, retail, residential, and mixed-use real estate. Prior to that, Lenehan served as Interim CEO of MI Developments, now named Granite REIT, an owner of net leased industrial and manufacturing real estate, where he was a member of their Strategic Review Committee and was a Director. He also spent approximately 10 years as an Investment Professional in the Real Estate Group of Farallon Capital Management, LLC.

In addition, Lenehan currently serves on the board of directors for Gramercy Property Trust, a publicly traded net lease REIT, where he is Chairman of the Investment Committee and a member of the Nominating Committee.

In June, Darden announced its intent to create the separate company, which would ultimately become an independent, publicly-traded REIT. Under the plan being pursued, Darden will transfer approximately 420 of its owned restaurant properties to Four Corners, which will lease those properties back to Darden.

On August 11, 2015, Four Corners Property Trust, Inc., a subsidiary of Darden, filed an initial Form 10 Registration Statement with the U.S. Securities and Exchange Commission (SEC). A copy of the Form 10 Registration Statement is available at http://investor.darden.com/investors/financial-information/sec/filings/Four-Corners-Property-Trust-Inc/default.aspx. The Form 10 Registration Statement has not been declared effective by the SEC and is subject to completion. Darden expects that subsequent amendments to the Form 10 will be filed prior to completion of the separation and spin-off.

The separation and spin-off remains subject to certain conditions, including among others, obtaining final approval of the transaction from the Darden Board of Directors, receipt by Darden of an opinion of counsel regarding certain U.S. federal income tax matters and the effectiveness of the Form 10. Darden may, at any time until the closing of the separation and spin-off, decide to abandon, modify or change the terms of the separation and spin-off.

Cautionary Note Regarding Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act, which statements may be identified by the use of forward-looking terminology, such as "may," "will," "expect," "anticipate," "estimate," "plans" or "continue" or the negative thereof or other variations thereon or comparable terminology referring to future events or results. Risks and uncertainties are presented in detail in our filings with the SEC and in the Form 10 referred to above. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth in the Information Statement.

About Darden
Darden Restaurants, Inc., (NYSE: DRI) owns and operates more than 1,500 restaurants that generate $6.8 billion in annual sales. Headquartered in Orlando, Florida, and employing 150,000 people, Darden is recognized for a culture that rewards caring for and responding to people. Our restaurant brands – Olive Garden, LongHorn Steakhouse, Bahama Breeze, Seasons 52, The Capital Grille, Eddie V's and Yard House – reflect the rich diversity of those who dine with us. Our brands are built on deep insights into what our guests want. For more information, please visit www.darden.com.

SOURCE Darden Restaurants, Inc.

(Analysts) Kevin Kalicak, (407) 245-5870; (Media) Rich Jeffers, (407) 902-5673
Mon, 27 Jul 2015 16:30:00 -0400

ORLANDO, Fla., July 27, 2015 /PRNewswire/ -- Darden Restaurants, Inc. (NYSE: DRI) today announced that Todd Burrowes has been named President of LongHorn Steakhouse, effective July 28, 2015.  Burrowes is rejoining the brand after spending the last two years as President, Ruby Tuesday Concept and Chief Operations Officer of Ruby Tuesday, Inc.  Previously, Burrowes spent more than 10 years in operations leadership roles at LongHorn.  He will report to Darden CEO Gene Lee.

"We are excited to welcome Todd back to LongHorn Steakhouse," said Lee.  "Todd is an energetic and passionate leader who truly understands our culture and how to inspire and motivate our team members.  His operational expertise coupled with his deep knowledge of the brand makes him the ideal person to lead the LongHorn team."

Burrowes is a seasoned restaurant operator with more than 25 years of experience.  During his prior stint at LongHorn, Burrowes spent approximately 10 years in key leadership positions including Executive Vice President of Operations, Senior Vice President of Operations and Regional Director of Operations.  Prior to his tenure with LongHorn Steakhouse, Burrowes served as Regional Director of Operations for Corner Bakery Cafe and Vice President of Operations for Saltgrass Steak House.

LongHorn Steakhouse generated more than $1.5 billion in sales during fiscal year 2015.  As President, Burrowes will lead all aspects of the business, which is comprised of more than 470 restaurants across 40 states.  He is succeeding Valerie Insignares, who departed the company last week to pursue other interests. 

About Darden
Darden Restaurants, Inc., (NYSE: DRI) owns and operates more than 1,500 restaurants that generate $6.8 billion in annual sales. Headquartered in Orlando, Florida, and employing 150,000 people, Darden is recognized for a culture that rewards caring for and responding to people.  Our restaurant brands – Olive Garden, LongHorn Steakhouse, Bahama Breeze, Seasons 52, The Capital Grille, Eddie V's and Yard House – reflect the rich diversity of those who dine with us. Our brands are built on deep insights into what our guests want. For more information, please visit www.darden.com.

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/todd-burrowes-to-rejoin-longhorn-steakhouse-as-president-300119211.html

SOURCE Darden Restaurants, Inc.

(Analysts) Rick Cardenas (407) 245-5892; (Media) Rich Jeffers (407) 245-4189
Wed, 08 Jul 2015 16:30:00 -0400

ORLANDO, Fla., July 8, 2015 /PRNewswire/ -- Darden Restaurants, Inc. (NYSE: DRI) today announced the appointment of Jeffrey Davis as its Senior Vice President and Chief Financial Officer, effective July 16, 2015.  In this role, Davis assumes responsibility for the financial functions of the company, including finance and accounting, corporate reporting, corporate tax, treasury and investor relations, as well as internal audit, supply chain, and real estate and development.  He will report to Darden CEO Gene Lee.

Most recently, Davis served as Executive Vice President and Chief Financial Officer for the Walmart U.S. segment of Walmart Stores, Inc.  He joined Walmart in 2006 as Vice President of Finance for the Walmart U.S. specialty division.  He held additional roles of increasing importance, including Executive Vice President and Treasurer for Walmart Stores, Inc., prior to assuming the top financial post in Walmart's largest business segment.  Prior to joining Walmart, Davis was CFO for Lakeland Tours, LLC, CFO for McKesson General Medical, and he held financial leadership positions at the Hillman Co, a private investment holding company.  Davis also spent four years at KPMG Peat Marwick providing audit services.

"Jeff is an operationally-focused CFO with a track record of helping businesses thrive," said Gene Lee.  "His wide-ranging experience and leadership style is a perfect fit for our organization.  We are thrilled to have Jeff join our senior leadership team at Darden."

Davis will succeed Brad Richmond, who will be moving into an advisory role to assist with the transition.  As previously announced, Richmond will be leaving Darden at the end of the month after 32 years of service.

About Darden
Darden Restaurants, Inc., (NYSE: DRI) owns and operates more than 1,500 restaurants that generate $6.8 billion in annual sales. Headquartered in Orlando, Florida, and employing 150,000 people, Darden is recognized for a culture that rewards caring for and responding to people.  Our restaurant brands – Olive Garden, LongHorn Steakhouse, Bahama Breeze, Seasons 52, The Capital Grille, Eddie V's and Yard House – reflect the rich diversity of those who dine with us. Our brands are built on deep insights into what our guests want. For more information, please visit www.darden.com

Logo - http://photos.prnewswire.com/prnh/20050203/FLTH026LOGO

 

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/darden-names-jeffrey-davis-chief-financial-officer-300110510.html

SOURCE Darden Restaurants, Inc.: Financial

(Analysts) Kevin Kalicak (407) 245-5870; (Media) Rich Jeffers (407) 245-4189
Mon, 06 Jul 2015 10:02:00 -0400

ORLANDO, Fla., July 6, 2015 /PRNewswire/ -- Darden Restaurants, Inc. (NYSE: DRI) (the "Company") announced on July 2, 2015 that it has extended the expiration date of the solicitation of consents (the "Solicitation") from holders of the Company's 6.00% Senior Notes due 2035 (the "2035 Notes") (CUSIP: 237194AE5) and the Company's 6.80% Senior Notes due 2037 (the "2037 Notes") (CUSIP: 237194AH8) (the 2035 Notes and the 2037 Notes together, the "Notes") which is being conducted pursuant to terms contained in the consent solicitation statement dated June 23, 2015 (the "Solicitation Statement").  The Solicitation has been extended and is open for the receipt of consents until 5:00 p.m., New York Time, on July 9, 2015 (the "Amended Expiration Date"). All references in the Solicitation Statement to the Expiration Date are deemed to be references to the Amended Expiration Date.   

The Company is undertaking the Solicitation to provide it with the flexibility to enter into certain sale and leaseback transactions as part of its recently announced real estate strategy. The amendments proposed to be made to the terms of the Notes pursuant to the Solicitation are not a condition to the Company's recently announced real estate strategy.

The Company today announces that it is offering participating holders of Notes the applicable revised consent fees (the "Revised Consent Fees") set forth in the table below for each $1,000 principal amount of the Notes as to which the Company receives and accepts consents prior to the Amended Expiration Date.  The Revised Consent Fees represent a $5.00 increase from the $5.00 for each $1,000 principal amount of the Notes consent fee originally offered by the Company.  Assuming satisfaction or waiver of all conditions to the Solicitation, acceptance by the Company of the consents and effectiveness of the First Supplemental Indenture (as defined in the Solicitation Statement), the Revised Consent Fees will be paid on the third business day following the Amended Expiration Date. Interest will not accrue on or be payable with respect to the Revised Consent Fees. All references in the Solicitation Statement to the Consent Fees shall now be deemed to be references to the Revised Consent Fees.  

Description of Securities


CUSIP No.


Principal Amount Outstanding


Date of Authorizing Officers' Certificate and Authentication Order pursuant to the Indenture dated as of January 1, 1996


Revised Consent Fees

(per $1,000 principal amount)

6.00% Senior Notes due

August 15, 2035


237194AE5


$150,000,000


August 9, 2005


$10.00










6.80% Senior Notes

due October 15, 2037


237194AH8


$300,000,000


October 10, 2007


$10.00

Any holder of Notes who has previously delivered a consent pursuant to the Solicitation Statement does not need to redeliver such consent or take any other action, and will be eligible to receive the Revised Consent Fees.  Any holder of Notes who has not yet delivered a consent should follow the instructions set forth in the Solicitation Statement, and may use the previously distributed consent form for purposes of delivering its consent.

Except as described in this press release, all other terms described in the Solicitation Statement remain unchanged.  Holders of the Notes are urged to review the Solicitation Statement and the related consent form for the detailed terms of the Solicitation and the procedures for providing its consent.

The Solicitation is being made solely on the terms and subject to the conditions set forth in the Solicitation Statement. The Company may, in its sole discretion, terminate, further extend or further amend the Solicitation at any time, as described in the Solicitation Statement.

Questions concerning the terms of the Solicitation should be directed to BofA Merrill Lynch at (888) 292-0070 (toll-free) or (980) 683-3215 (collect). BofA Merrill Lynch and J.P. Morgan Securities LLC are the Solicitation Agents for the Solicitation (the "Solicitation Agents"). Requests for assistance in completing and delivering a consent form or requests for additional copies of the Solicitation Statement, the consent form or other related documents should be directed to D.F. King & Co., Inc. (the "Information and Tabulation Agent"), at (212) 269-5550 (collect) or (800) 330-5897 (toll-free) or in writing at 48 Wall Street, 22nd Floor, New York, New York 10005.

Important Notice
This press release is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. This announcement must be read in conjunction with the Solicitation Statement and related consent form. None of the Company, the Trustee, the Solicitation Agents or the Information and Tabulation Agent make any recommendation as to whether or not Holders should provide consents to the proposed amendments to be made to the terms of the relevant Notes pursuant to the First Supplemental Indenture. Holders of Notes should not construe the contents of this press release, the Solicitation Statement or any related materials as legal, business or tax advice. Each holder of Notes should consult its own attorney, business advisor and tax advisor as to legal, business, tax and related matters concerning the Solicitation.

The Solicitation is not being made to, and consents will not be accepted from or on behalf of, a holder of Notes in any jurisdiction in which the making of the Solicitation or the acceptance thereof would not be in compliance with the laws of such jurisdiction. However, the Company may in its discretion take such action as it may deem necessary to lawfully make the Solicitation in any such jurisdiction and to extend the Solicitation to any holder of Notes in such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Solicitation to be made by a licensed broker or dealer, the Solicitation will be deemed to be made on behalf of the Company by the Solicitation Agents or one or more registered brokers or dealers that are appropriately licensed under the laws of such jurisdiction.

Cautionary Note Regarding Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act, which statements may be identified by the use of forward-looking terminology, such as "may," "will," "expect," "anticipate," "estimate," "plans" or "continue" or the negative thereof or other variations thereon or comparable terminology referring to future events or results. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth in the Solicitation Statement.

About Darden
Darden Restaurants, Inc., (NYSE: DRI) owns and operates more than 1,500 restaurants that generate $6.8 billion in annual sales.  Headquartered in Orlando, Florida, and employing 150,000 people, Darden is recognized for a culture that rewards caring for and responding to people.  Our restaurant brands – Olive Garden, LongHorn Steakhouse, Bahama Breeze, Seasons 52, The Capital Grille, Eddie V's and Yard House – reflect the rich diversity of those who dine with us.  Our brands are built on deep insights into what our guests want.  For more information, please visit www.darden.com.

Logo - http://photos.prnewswire.com/prnh/20050203/FLTH026LOGO

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/darden-restaurants-announces-an-increase-in-the-consent-fees-for-its-solicitation-of-consents-relating-to-certain-outstanding-notes-300108878.html

SOURCE Darden Restaurants, Inc.: Financial

(Analysts) Kevin Kalicak (407) 245-5870; (Media) Rich Jeffers (407) 245-4189
Thu, 02 Jul 2015 21:52:00 -0400

ORLANDO, Fla., July 2, 2015 /PRNewswire/ -- Darden Restaurants, Inc. (NYSE: DRI) (the "Company") announces today that it has extended the expiration date of the solicitation of consents (the "Solicitation") from holders of the Company's 6.00% Senior Notes due 2035 (the "2035 Notes") (CUSIP: 237194AE5) and the Company's 6.80% Senior Notes due 2037 (the "2037 Notes") (CUSIP: 237194AH8) (the 2035 Notes and the 2037 Notes together, the "Notes") which is being conducted pursuant to terms contained in the consent solicitation statement dated June 23, 2015 (the "Solicitation Statement").  The Solicitation is extended and will now be open for the receipt of consents until 5:00 p.m., New York Time, on July 9, 2015 (the "Amended Expiration Date"). All references in the Solicitation Statement to the Expiration Date shall now be deemed to be references to the Amended Expiration Date.   

The Company is undertaking the Solicitation to provide it with the flexibility to enter into certain sale and leaseback transactions as part of its recently announced real estate strategy. The amendments proposed to be made to the terms of the Notes pursuant to the Solicitation are not a condition to the Company's recently announced real estate strategy.

Any holder of Notes who has previously delivered a consent pursuant to the Solicitation Statement does not need to redeliver such consent or take any other action.  Any holder of Notes who has not yet delivered a consent should follow the instructions set forth in the Solicitation Statement, and may use the previously distributed consent form for purposes of delivering its consent.

Except as described in this press release, all other terms described in the Solicitation Statement remain unchanged.  Holders of the Notes are urged to review the Solicitation Statement and the related consent form for the detailed terms of the Solicitation and the procedures for providing its consent.

The Solicitation is being made solely on the terms and subject to the conditions set forth in the Solicitation Statement. The Company may, in its sole discretion, terminate, further extend or amend the Solicitation at any time, as described in the Solicitation Statement.

Questions concerning the terms of the Solicitation should be directed to BofA Merrill Lynch at (888) 292-0070 (toll-free) or (980) 683-3215 (collect). BofA Merrill Lynch and J.P. Morgan Securities LLC are the Solicitation Agents for the Solicitation (the "Solicitation Agents"). Requests for assistance in completing and delivering a consent form or requests for additional copies of the Solicitation Statement, the consent form or other related documents should be directed to D.F. King & Co., Inc. (the "Information and Tabulation Agent"), at (212) 269-5550 (collect) or (800) 330-5897 (toll-free) or in writing at 48 Wall Street, 22nd Floor, New York, New York 10005.

Important Notice
This press release is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. This announcement must be read in conjunction with the Solicitation Statement and related consent form. None of the Company, the Trustee, the Solicitation Agents or the Information and Tabulation Agent make any recommendation as to whether or not Holders should provide consents to the proposed amendments to be made to the terms of the relevant Notes pursuant to the First Supplemental Indenture. Holders of Notes should not construe the contents of this press release, the Solicitation Statement or any related materials as legal, business or tax advice. Each holder of Notes should consult its own attorney, business advisor and tax advisor as to legal, business, tax and related matters concerning the Solicitation.

The Solicitation is not being made to, and consents will not be accepted from or on behalf of, a holder of Notes in any jurisdiction in which the making of the Solicitation or the acceptance thereof would not be in compliance with the laws of such jurisdiction. However, the Company may in its discretion take such action as it may deem necessary to lawfully make the Solicitation in any such jurisdiction and to extend the Solicitation to any holder of Notes in such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Solicitation to be made by a licensed broker or dealer, the Solicitation will be deemed to be made on behalf of the Company by the Solicitation Agents or one or more registered brokers or dealers that are appropriately licensed under the laws of such jurisdiction.

Cautionary Note Regarding Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act, which statements may be identified by the use of forward-looking terminology, such as "may," "will," "expect," "anticipate," "estimate," "plans" or "continue" or the negative thereof or other variations thereon or comparable terminology referring to future events or results. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth in the Solicitation Statement.

About Darden
Darden Restaurants, Inc., (NYSE: DRI) owns and operates more than 1,500 restaurants that generate $6.8 billion in annual sales.  Headquartered in Orlando, Florida, and employing 150,000 people, Darden is recognized for a culture that rewards caring for and responding to people.  Our restaurant brands – Olive Garden, LongHorn Steakhouse, Bahama Breeze, Seasons 52, The Capital Grille, Eddie V's and Yard House – reflect the rich diversity of those who dine with us.  Our brands are built on deep insights into what our guests want.  For more information, please visit www.darden.com.

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/darden-restaurants-announces-the-extension-of-its-solicitation-of-consents-relating-to-certain-outstanding-notes-300108648.html

SOURCE Darden Restaurants, Inc.: Financial

(Analysts) Kevin Kalicak (407) 245-5870; (Media) Rich Jeffers (407) 245-4189
Tue, 23 Jun 2015 12:04:00 -0400

ORLANDO, Fla., June 23, 2015 /PRNewswire/ -- Darden Restaurants, Inc. (NYSE: DRI) (the "Company") announced today that it is soliciting consents (the "Solicitation") from holders of the Company's 6.00% Senior Notes due 2035 (the "2035 Notes") (CUSIP: 237194AE5) and the Company's 6.80% Senior Notes due 2037 (the "2037 Notes") (CUSIP: 237194AH8) (the 2035 Notes and the 2037 Notes together, the "Notes") that held the relevant Notes as of 5:00 p.m., New York City time, on June 22, 2015 (the "Record Time") to approve certain amendments to the terms of the Notes.

The Company is undertaking the Solicitation to provide it with the flexibility to enter into certain sale and leaseback transactions as part of its recently announced real estate strategy. The amendments proposed to be made to the terms of the Notes pursuant to the Solicitation are not a condition to the Company's recently announced real estate strategy.

As described in more detail in the consent solicitation statement dated June 23, 2015 (the "Solicitation Statement"), the proposed amendments would amend the Sale and Leaseback Basket by replacing it with a fixed maximum amount of $700 million and removing the variable basket component of 10% of Consolidated Capitalization of the Company. The proposed amendments mean that the "basket" for Sale and Leaseback Transactions would be increased to an Attributable Value of $700 million, which represents an increase of approximately $220 million when compared to the existing Attributable Value permitted to be incurred as of May 31, 2015. Capitalized terms used in this paragraph have the meanings given to such terms in the Solicitation Statement.

The Company is offering participating holders of Notes the applicable consent fees (the "Consent Fees") set forth in the table below for each $1,000 principal amount of the Notes as to which the Company receives and accepts consents prior to 5:00 p.m., New York Time, on July 2, 2015 (the "Expiration Date"). Assuming satisfaction or waiver of all conditions to the Solicitation, acceptance by the Company of the consents and effectiveness of the First Supplemental Indenture (as defined below), the Consent Fees will be paid on the third business day following the Expiration Date. Interest will not accrue on or be payable with respect to the Consent Fees.

Description of Securities


CUSIP No.


Principal Amount Outstanding


Date of Authorizing Officers' Certificate and Authentication Order pursuant to the Indenture dated as of January 1, 1996


Consent Fee (per $1,000 principal amount)

6.00% Senior Notes due
August 15, 2035


237194AE5


$150,000,000


August 9, 2005


$5.00










6.80% Senior Notes
due October 15, 2037


237194AH8


$300,000,000


October 10, 2007


$5.00

 

The Notes were issued pursuant to the indenture dated as of January 1, 1996, among the Company, and Wells Fargo Bank, National Association (as successor to Wells Fargo Bank Minnesota, National Association, formerly known as Norwest Bank Minnesota, National Association) (the "Trustee") governing the Notes (the "Indenture"). The Indenture provides that the Company and the Trustee may amend, supplement or modify the Indenture by entering into a supplemental indenture with the consent of each series of securities affected by such supplemental indenture. Accordingly, approval of the proposed amendments requires, with respect to the 2035 Notes or the 2037 Notes, as the case may be, receipt of valid unrevoked consents from holders of Notes at the Record Time of not less than a majority of the outstanding principal amount of such series of Notes (the "Requisite Consents"). The Company reserves the right to accept consents to effect the proposed amendments with respect to either series of Notes, to the extent that it has received the applicable consents from the holders of such series of Notes, even if it has not obtained the Requisite Consents with respect to other series.

As soon as practical following receipt of the Requisite Consents in relation to a series of Notes, the Company and the Trustee will execute a first supplemental indenture to the Indenture (the "First Supplemental Indenture") and, upon satisfaction of the conditions precedent set forth therein, the proposed amendments will become effective.

Holders at the Record Time that do not provide valid and unrevoked consents on or prior to the Expiration Date will not receive the Consent Fees. If the Requisite Consents are obtained and the First Supplemental Indenture is executed and becomes effective, all holders of the applicable series of Notes (including holders that do not deliver a valid and unrevoked consent) will be bound by the First Supplemental Indenture.

This press release does not constitute a solicitation of consents. The Solicitation is being made solely on the terms and subject to the conditions set forth in the Solicitation Statement. The Company may, in its sole discretion, terminate, extend or amend the Solicitation at any time, as described in the Solicitation Statement.

Questions concerning the terms of the Solicitation should be directed to BofA Merrill Lynch at (888) 292-0070 (toll-free) or (980) 683-3215 (collect). BofA Merrill Lynch and J.P. Morgan Securities LLC are the Solicitation Agents for the Solicitation (the "Solicitation Agents"). Requests for assistance in completing and delivering a consent form or requests for additional copies of the Solicitation Statement, the consent form or other related documents should be directed to D.F. King & Co., Inc. (the "Information and Tabulation Agent"), at (212) 269-5550 (collect) or (800) 330-5897 (toll-free) or in writing at 48 Wall Street, 22nd Floor, New York, New York 10005.

Important Notice
This press release is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. None of the Company, the Trustee, the Solicitation Agents or the Information and Tabulation Agent make any recommendation as to whether or not Holders should provide consents to the proposed amendments to be made to the terms of the relevant Notes pursuant to the First Supplemental Indenture. Holders of Notes should not construe the contents of this press release, the Solicitation Statement or any related materials as legal, business or tax advice. Each holder of Notes should consult its own attorney, business advisor and tax advisor as to legal, business, tax and related matters concerning the Solicitation.

The Solicitation is not being made to, and consents will not be accepted from or on behalf of, a holder of Notes in any jurisdiction in which the making of the Solicitation or the acceptance thereof would not be in compliance with the laws of such jurisdiction. However, the Company may in its discretion take such action as it may deem necessary to lawfully make the Solicitation in any such jurisdiction and to extend the Solicitation to any holder of Notes in such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Solicitation to be made by a licensed broker or dealer, the Solicitation will be deemed to be made on behalf of the Company by the Solicitation Agents or one or more registered brokers or dealers that are appropriately licensed under the laws of such jurisdiction.

Cautionary Note Regarding Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act, which statements may be identified by the use of forward-looking terminology, such as "may," "will," "expect," "anticipate," "estimate," "plans" or "continue" or the negative thereof or other variations thereon or comparable terminology referring to future events or results. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth in the Solicitation Statement.

About Darden
Darden Restaurants, Inc., (NYSE: DRI) owns and operates more than 1,500 restaurants that generate $6.8 billion in annual sales.  Headquartered in Orlando, Florida, and employing 150,000 people, Darden is recognized for a culture that rewards caring for and responding to people.  Our restaurant brands – Olive Garden, LongHorn Steakhouse, Bahama Breeze, Seasons 52, The Capital Grille, Eddie V's and Yard House – reflect the rich diversity of those who dine with us.  Our brands are built on deep insights into what our guests want.  For more information, please visit www.darden.com.

Logo - http://photos.prnewswire.com/prnh/20050203/FLTH026LOGO

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/darden-restaurants-announces-the-commencement-of-a-solicitation-of-consents-relating-to-certain-outstanding-notes-300103315.html

SOURCE Darden Restaurants, Inc.: Financial

(Analysts) Kevin Kalicak (407) 245-5870, (Media) Rich Jeffers (407) 245-4189
Tue, 23 Jun 2015 07:02:00 -0400

ORLANDO, Fla., June 23, 2015 /PRNewswire/ -- Darden Restaurants, Inc. (NYSE: DRI) today reported financial results for the fourth quarter and fiscal year ended May 31, 2015, which included a  53rd week of operations compared to last year.  The company also introduced segment-level sales and profit performance. 

Fourth Quarter 2015 Financial Highlights versus Same Period a Year Ago

  • Total sales from continuing operations increased 13.8% to $1.88 billion
  • Adjusted earnings per diluted share* increased 100% to $1.08
  • On a GAAP basis, earnings per diluted share from continuing operations increased 156% to $0.92
  • Excluding the 53rd week, sales increased 6.3% and adjusted earnings per diluted share* increased approximately 87%
  • Same-restaurant sales** increased 3.8% for the quarter

+3.4% for Olive Garden

+3.2% for Yard House

+5.2% for LongHorn Steakhouse

+3.1% for Seasons 52

+4.4% for The Capital Grille

+1.7% for Bahama Breeze

+5.2% for Eddie V's


Fiscal Year 2015 Financial Highlights versus Same Period a Year Ago

  • Total sales from continuing operations increased 7.6% to $6.76 billion
  • Adjusted earnings per diluted share* increased 54% to $2.63
  • On a GAAP basis, earnings per diluted share from continuing operations increased 9% to $1.51
  • Excluding the 53rd week, sales increased 5.6% and adjusted earnings per diluted share* increased 50%
  • Same-restaurant sales** for the year increased 2.4%

+1.3% for Olive Garden

+3.8% for Yard House

+4.4% for LongHorn Steakhouse

+2.3% for Seasons 52

+4.8% for The Capital Grille

+1.8% for Bahama Breeze

+5.4% for Eddie V's


* See the 'Fourth Quarter 2015 Adjustments to Earnings Per Share' section and the reconciliation tables below for more details
** Quarterly and annual same-restaurant sales exclude the impact of the 53rd fiscal week

"We are pleased with our improved performance during the fourth quarter.  The momentum we have built during the second half of the fiscal year gives us confidence that our back-to-basics focus – which is rooted in strong operating fundamentals around food, service and atmosphere – is resonating with our guests," said CEO Gene Lee.  "We know there is more work to do and still see a lot of opportunity to further strengthen our performance in fiscal 2016."

Fourth Quarter 2015 Adjustments to Earnings Per Share

  • Reported net earnings per diluted share from continuing operations for the fourth quarter were negatively impacted by approximately -$0.16.  This includes approximately:
    • -7 cents of impairment losses on certain sale leaseback properties that are booked currently (this loss is more than offset by $65 million expected gain on other sale leaseback properties that will be recorded as the transactions close and amortized over the 15-year base term of the related sale leaseback)
    • -6 cents related to severance and other costs associated with our support reduction efforts
    • -3 cents of other strategic action costs associated with the evaluation of our real estate portfolio

Fiscal 2015 Segment Highlights versus Same Period a Year Ago
As of the fourth quarter, the company has begun disclosing business performance in four segments: Olive Garden, LongHorn Steakhouse, Fine Dining (includes The Capital Grille and Eddie V's) and Other Business.  Other Business includes Yard House, Seasons 52, Bahama Breeze, consumer packaged goods, and franchise revenues.  Segment profit reflects sales, less costs for food and beverage, restaurant labor, restaurant expenses and marketing expenses.

Fourth Quarter

Sales 
($ millions)

% Change

Segment Profit 
($ millions)

% Change

Consolidated Darden

$1,878.3

14%



Olive Garden

$1,037.4

12%

$210.3

44%

LongHorn Steakhouse

$438.1

17%

$77.9

23%

Fine Dining

$137.2

15%

$27.5

20%

Other Business

$265.6

16%

$50.2

46%

 

Annual

Sales 
($ millions)

% Change

Segment Profit 
($ millions)

% Change

Consolidated Darden

$6,764.0

8%



Olive Garden

$3,789.6

4%

$700.5

8%

LongHorn Steakhouse

$1,544.7

12%

$239.9

17%

Fine Dining

$500.1

13%

$94.9

17%

Other Business

$929.6

14%

$143.9

32%

Fiscal Month U.S. Same-Restaurant Sales Results versus Same Period a Year Ago

Olive Garden

March

April

May*

Same-Restaurant Sales

5.5%

1.2%

3.0%

Same-Restaurant Traffic

0.6%

-2.4%

-2.7%

Pricing

1.9%

1.9%

1.9%

Menu-mix

3.0%

1.7%

3.8%

LongHorn Steakhouse

March

April

May*

Same-Restaurant Sales

5.1%

5.9%

4.3%

Same-Restaurant Traffic

2.3%

2.3%

1.2%

Pricing

2.5%

1.8%

1.7%

Menu-mix

0.3%

1.8%

1.4%

* Excludes the impact of the 53rd week in fiscal 2015

Fiscal 2016 Financial Outlook
The Company provided expectations for fiscal 2016 operations, which does not include the impact of any fiscal 2016 real estate transactions and related cash and capital structure activities. 

  • Same-restaurant sales growth, on a 52-week basis, of 2.0% to 2.5%
  • New unit openings of 18 to 22 restaurants
  • Total inflation of 1.5% to 2.0%
  • Adjusted earnings per diluted share growth of approximately 20% to 25%, on a 52-week basis, resulting in adjusted earnings per diluted share of $3.05 to $3.20
  • Annual tax rate of 21% to 24%
  • Total capital spending of $230 to $255 million

Investor Conference Call 
The Company will host a conference call and slide presentation on Tuesday, June 23 at 8:30 am ET to review its recent financial performance and discuss its fiscal 2016 financial outlook.  To listen to the call live, please go to http://www.videonewswire.com/event.asp?id=102509 at least fifteen minutes early to register, download, and install any necessary audio software.  For those who cannot access the Internet, please dial 1-888-469-3011 and enter passcode 5957110.  For those who cannot listen to the live broadcast, a replay will be available shortly after the call.  In addition, at the conclusion of the call, we will post a supplemental presentation on the Investors section of our website at: www.darden.com that provides more context on our fiscal 2015 results and financial outlook for fiscal 2016.

About Darden
Darden Restaurants, Inc., (NYSE: DRI) owns and operates more than 1,500 restaurants that generate $6.8 billion in annual sales. Headquartered in Orlando, Florida, and employing 150,000 people, Darden is recognized for a culture that rewards caring for and responding to people.  Our restaurant brands – Olive Garden, LongHorn Steakhouse, Bahama Breeze, Seasons 52, The Capital Grille, Eddie V's and Yard House – reflect the rich diversity of those who dine with us. Our brands are built on deep insights into what our guests want. For more information, please visit www.darden.com

Information about Forward-Looking Statements
Forward-looking statements in this communication regarding our expected earnings performance and all other statements that are not historical facts, including without limitation statements concerning our future economic performance, are made under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Any forward-looking statements speak only as of the date on which such statements are first made, and we undertake no obligation to update such statements to reflect events or circumstances arising after such date. We wish to caution investors not to place undue reliance on any such forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties that could cause actual results to materially differ from those anticipated in the statements. The most significant of these uncertainties are described in Darden's Form 10-K, Form 10-Q and Form 8-K reports. These risks and uncertainties include the ability to achieve Darden's strategic plan to enhance shareholder value, food safety and food-borne illness concerns, litigation, unfavorable publicity, risks relating to public policy changes and federal, state and local regulation of our business, labor and insurance costs, technology failures including failure to maintain a secure cyber network, failure to execute a business continuity plan following a disaster, health concerns including virus outbreaks, intense competition, failure to drive sales growth, our plans to expand our smaller brands Bahama Breeze, Seasons 52 and Eddie V's, higher-than-anticipated costs to open, close, relocate or remodel restaurants, a failure to execute innovative marketing tactics, a failure to develop and recruit effective leaders, a failure to address cost pressures, shortages or interruptions in the delivery of food and other products and services, adverse weather conditions and natural disasters, volatility in the market value of derivatives, economic factors specific to the restaurant industry and general macroeconomic factors including interest rates, disruptions in the financial markets, risks of doing business with franchisees and vendors in foreign markets, failure to protect our intellectual property, impairment in the carrying value of our goodwill or other intangible assets, an inability or failure to manage the accelerated impact of social media and other factors and uncertainties discussed from time to time in reports filed by Darden with the Securities and Exchange Commission.

Non-GAAP Information
The information in this press release includes financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America ("GAAP"), such as adjusted earnings per diluted share from continuing operations.  The Company's management uses these non-GAAP measures in its analysis of the Company's performance.  The Company believes that the presentation of certain non-GAAP measures provides useful supplemental information that is essential to a proper understanding of the operating results of the Company's businesses.  These non-GAAP disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.  Reconciliations of these non-GAAP measures are included in this release and can be found under the "Financial Information" section of the "Investors" section of the Company's website (www.darden.com).

 

Fiscal Q4 Reported to Adjusted Earnings Reconciliation


Q4 2014

Q4 2015

% Change

Diluted Net EPS from Continuing Operations

$0.36

$0.92

156%

Red Lobster-Related Shared Support Costs

0.04

0.00


Other Strategic Action Plan Costs

0.09

0.09


Asset Impairments and Other One-Time Costs

0.04

0.07


Adjusted Diluted Net EPS from Continuing Operations

$0.54

$1.08

100%

Remove the 53rd Week Impact from FY2015


-0.07


Adjusted Diluted Net EPS Excluding the 53rd Week

$0.54

$1.01

87%

 

Annual Reported to Adjusted Earnings Reconciliation


Fiscal 2014

Fiscal 2015

% Change

Diluted Net EPS from Continuing Operations

$1.38

$1.51

9%

Red Lobster-Related Shared Support Costs

0.15

0.02


Other Strategic Action Plan Costs

0.13

0.35


Debt Breakage Costs

0.00

0.42


Asset Impairments and Other One-Time Costs

0.05

0.33


Adjusted Diluted Net EPS from Continuing Operations

$1.71

$2.63

54%

Remove the 53rd Week Impact from FY2015


-0.07


Adjusted Diluted Net EPS Excluding the 53rd Week

$1.71

$2.56

50%

 

DARDEN RESTAURANTS, INC.

NUMBER OF COMPANY-OWNED RESTAURANTS


5/31/15




5/25/14

840



Olive Garden USA


831


6



Olive Garden Canada


6


846



Total Olive Garden


837


480



LongHorn Steakhouse


464


54



The Capital Grille


54


16



Eddie V's


15


59



Yard House


52


43



Seasons 52


38


36



Bahama Breeze


37


0



Other


4


1,534



Darden Continuing Operations


1,501


 

DARDEN RESTAURANTS, INC.

CONSOLIDATED STATEMENTS OF EARNINGS

(In millions, except per share data)

(Unaudited)



Three Months Ended


Twelve Months Ended


5/31/2015


5/25/2014


5/31/2015


5/25/2014


Sales

$

1,878.3



$

1,650.1



$

6,764.0



$

6,285.6



Costs and expenses:









Food and beverage

566.9



505.5



2,085.1



1,892.2



Restaurant labor

584.9



525.6



2,135.6



2,017.6



Restaurant expenses

295.1



284.9



1,120.8



1,080.7



Marketing expenses

65.5



67.5



243.3



252.3



General and administrative expenses

119.5



105.4



430.2



413.1



Depreciation and amortization

80.9



78.3



319.3



304.4



Impairments and disposal of assets, net

15.0



13.4



62.1



16.4



Total operating costs and expenses

$

1,727.8



$

1,580.6



$

6,396.4



$

5,976.7



Operating income


150.5




69.5




367.6




308.9



Interest, net


24.0




35.6




192.3




134.3



Earnings before income taxes

126.5



33.9



175.3



174.6



Income taxes

8.4



(14.5)



(21.1)



(8.6)



Earnings from continuing operations

$

118.1



$

48.4



$

196.4



$

183.2



(Loss) earnings from discontinued operations, net of tax expense of $22.4, $9.8, $344.8 and $32.3, respectively

(12.8)



38.1



513.1



103.0



Net earnings

$

105.3



$

86.5



$

709.5



$

286.2



Basic net earnings per share:









Earnings from continuing operations

$

0.94



$

0.37



$

1.54



$

1.40



(Loss) earnings from discontinued operations

(0.11)



0.29



4.02



0.78



Net earnings

$

0.83



$

0.66



$

5.56



$

2.18



Diluted net earnings per share:









Earnings from continuing operations

$

0.92



$

0.36



$

1.51



$

1.38



(Loss) earnings from discontinued operations

(0.10)



0.29



3.96



0.77



Net earnings

$

0.82



$

0.65



$

5.47



$

2.15



Average number of common shares outstanding:









Basic

126.3



131.9



127.7



131.0



Diluted

128.4



133.8



129.7



133.2























 

DARDEN RESTAURANTS, INC.

CONSOLIDATED BALANCE SHEETS

(In millions)



5/31/2015


5/25/2014

ASSETS

(Unaudited)



Current assets:




Cash and cash equivalents

$

535.9



$

98.3


Receivables, net

78.0



83.8


Inventories

163.9



196.8


Prepaid income taxes

18.9



10.9


Prepaid expenses and other current assets

69.4



71.7


Deferred income taxes

157.4



124.0


Assets held for sale

32.9



1,390.3


Total current assets

$

1,056.4



$

1,975.8


Land, buildings and equipment, net

3,215.8



3,381.0


Goodwill

872.4



872.5


Trademarks

574.6



574.6


Other assets

275.5



278.8


Total assets

$

5,994.7



$

7,082.7


LIABILITIES AND STOCKHOLDERS' EQUITY




Current liabilities:




Accounts payable

$

198.8



$

233.1


Short-term debt



207.6


Accrued payroll

141.1



125.7


Accrued income taxes

12.6




Other accrued taxes

51.5



64.5


Unearned revenues

328.6



299.7


Current portion of long-term debt

15.0



15.0


Other current liabilities

449.1



457.4


Liabilities associated with assets held for sale



215.5


Total current liabilities

$

1,196.7



$

1,618.5


Long-term debt, less current portion

1,452.3



2,463.4


Deferred income taxes

341.8



286.1


Deferred rent

225.9



206.2


Other liabilities

444.5



351.6


Total liabilities

$

3,661.2



$

4,925.8


Stockholders' equity:




Common stock and surplus

$

1,405.9



$

1,302.2


Retained earnings

1,026.0



995.8


Treasury stock

(7.8)



(7.8)


Accumulated other comprehensive income (loss)

(86.6)



(128.1)


Unearned compensation

(4.0)



(5.2)


Total stockholders' equity

$

2,333.5



$

2,156.9


Total liabilities and stockholders' equity

$

5,994.7



$

7,082.7


 

DARDEN RESTAURANTS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)



Twelve Months Ended


5/31/2015


5/25/2014

Cash flows—operating activities




Net earnings

$

709.5



$

286.2


Earnings from discontinued operations, net of tax

(513.1)



(103.0)


Adjustments to reconcile net earnings from continuing operations to cash flows:




Depreciation and amortization

319.3



304.4


Stock-based compensation expense

53.7



38.7


Change in current assets and liabilities and other, net

304.9



29.1


Net cash provided by operating activities of continuing operations

$

874.3



$

555.4


Cash flows—investing activities




Purchases of land, buildings and equipment

(296.5)



(414.8)


Proceeds from disposal of land, buildings and equipment

67.9



4.4


Increase in other assets

(6.5)



(25.9)


Net cash used in investing activities of continuing operations

$

(235.1)



$

(436.3)


Cash flows—financing activities




Proceeds from issuance of common stock

159.7



58.1


Income tax benefits credited to equity

18.4



10.9


Dividends paid

(278.9)



(288.3)


Repurchases of common stock

(502.3)



(0.5)


ESOP note receivable repayment

1.2



0.9


(Repayments) proceeds from issuance of short-term debt, net

(207.6)



43.1


Repayment of long-term debt

(1,065.9)




Payment of debt issuance costs



(1.4)


Principal payments on capital leases

(2.2)



(2.0)


Proceeds from financing lease obligation

93.1




Net cash used in financing activities of continuing operations

$

(1,784.5)



$

(179.2)


Cash flows—discontinued operations




Net cash (used in) provided by operating activities of discontinued operations

(403.3)



214.7


Net cash used in investing activities of discontinued operations

1,986.2



(144.5)


Net cash provided by discontinued operations

$

1,582.9



$

70.2






Increase in cash and cash equivalents

437.6



10.1


Cash and cash equivalents - beginning of period

98.3



88.2


Cash and cash equivalents - end of period

$

535.9



$

98.3


 

Logo - http://photos.prnewswire.com/prnh/20050203/FLTH026LOGO

                                                                                                                                                     

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/darden-restaurants-reports-strong-fourth-quarter-and-full-year-results-company-provides-fiscal-2016-outlook-300103213.html

SOURCE Darden Restaurants, Inc.: Financial

(Analysts) Kevin Kalicak (407) 245-5870; (Media) Rich Jeffers (407) 245-4189
Tue, 23 Jun 2015 07:00:00 -0400

ORLANDO, Fla., June 23, 2015 /PRNewswire/ -- Darden Restaurants, Inc. (NYSE: DRI) announced today that its Board of Directors approved a strategic real estate plan to pursue a separation of a portion of the Company's real estate assets.  The separation would be achieved through a combination of selected sale leaseback transactions and the transfer of a portion of its remaining real estate assets to a new real estate investment trust ("REIT") that will be separated by a spin-off, split-off or similar transaction, resulting in the REIT becoming an independent, publicly-traded company (the "REIT Transaction"). 

The Company's Board reached this decision after considering various strategic alternatives resulting from the extensive real estate evaluation process Darden conducted, along with the support of its legal and financial advisors. This evaluation included asset suitability screening, market rent analysis on a property-by-property basis and prospective portfolio quality and diversification analysis. 

"This strategic real estate plan is the result of a comprehensive review of alternatives to best take advantage of our real estate portfolio," said CEO Gene Lee.  "While a significant amount of work remains in order to proceed with the REIT Transaction, we believe this plan will result in a more optimized capital structure and will create long-term shareholder value.  We appreciate the valuation differential between restaurant and real estate companies and are excited to create a new company, which we believe will unlock current value while growing through acquisitions of other properties.

"Importantly, we expect this real estate plan to create minimal distraction for team members in our restaurants and have no impact on guests or the recent improvements we have been making in our day-to-day operations," concluded Mr. Lee.

Strategic Real Estate Plan Details and Rationale
Under the plan being pursued, Darden will transfer approximately 430 of its owned restaurant properties to the REIT, with substantially all of the REIT's initial assets being leased back to Darden.  The leases are expected to have attractive rent coverage ratios, fixed rent escalations and multiple renewal options at Darden's discretion.  The potential REIT would be well positioned to expand through real estate acquisitions of other businesses.

In addition, the Company has been marketing selected properties for individual sale leasebacks.  To date, the company has listed 75 properties, and over 30 of these properties have been sold or are under contract.  The Company expects an average cash capitalization rate of approximately 5.5% for all 75 properties, and expects to close most of these transactions by the end of August.  In addition, the Company is seeking to sell and lease back its Orlando Restaurant Support Center property and buildings under a long-term contract with multiple renewal options at the Company's discretion.

After receiving proceeds from the completion of the strategic real estate plan, the Company expects to retire approximately $1 billion of its debt over time and maintain its investment grade credit profile. 

Additional Details about the REIT Transaction
While Darden has conducted substantial analysis of the feasibility of implementing the REIT Transaction, a significant amount of work remains and there can be no assurance the Company will be able to successfully complete the transaction and establish a REIT.  Below is an outline of key process milestones, as well as a preliminary execution timetable and financial information related to the REIT Transaction.

  • Satisfaction of various tax conditions
  • Identification and appointment of REIT leadership
  • Negotiation and execution of leases between the REIT and Darden, as well as other separation arrangements
  • Securities and Exchange Commission ("SEC") filings related to the REIT Transaction
  • Debt financing transactions required to finalize the capitalization of the REIT and Darden

The Company currently expects to complete the REIT Transaction by the end of calendar 2015, after which the election to be treated as a REIT for U.S. federal income tax purposes would be made effective January 1, 2016.  Following the election of REIT status, the REIT will be required to distribute the earnings and profits allocated to it from the Company and earnings and profits generated in the taxable year ending December 31, 2015.  The dividend will be paid in a combination of cash and REIT stock, which Darden expects will consist of approximately 20% cash and 80% REIT stock.  In addition, going forward, Darden expects that the REIT will distribute at least 90% of its annual taxable income as dividends.  The spin-off transaction is expected to be tax-free to Darden's shareholders, except for any cash paid in lieu of fractional shares.

JP Morgan and Moelis & Co. are serving as financial advisors to the Company in the transaction.  Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to the Company.

Temporary REIT Protection Shareholder Rights Plan
In order to preserve the Company's ability to effect a pro rata dividend of the REIT shares in connection with the proposed REIT Transaction, the Company's Board adopted a short-term shareholder rights plan (the "Rights Plan") to deter any person from acquiring ownership of more than 9.8% of the Company's outstanding common stock during the period leading up to the REIT Transaction.

Although the Company terminated its prior rights plan last November, the new rights plan is designed for the limited purpose of accomplishing the REIT Transaction, and is narrowly tailored for that purpose even in contrast to other rights plans adopted in connection with REIT transactions.  The Rights Plan will expire upon the earliest of (i) June 23, 2016, (ii) the first business day after the closing of the proposed REIT Transaction, or (iii) the time at which the Rights are redeemed or exchanged under the Rights Plan.  Under the Rights Plan, any person or group that acquires beneficial ownership of 9.8% or more of the Company's common stock without Board approval would be subject to significant dilution.  However, the Rights Plan will not prohibit tender or exchange offers for all of the stock of the Company, as if no rights plan existed.

Investor Conference Call
The Company will host a conference call and slide presentation on Tuesday, June 23 at 8:30 am ET to review its recent financial performance, fiscal 2016 outlook and strategic real estate plan.  The conference call will be broadcast live over the Internet.  To listen to the call live, please go to http://www.videonewswire.com/event.asp?id=102509 at least fifteen minutes early to register, download, and install any necessary audio software.  For those who cannot access the Internet, please dial 1-888-469-3011 and enter passcode 5957110.  For those who cannot listen to the live broadcast, a replay will be available shortly after the call.  In addition, at the conclusion of the call, we will post a supplemental presentation on the Investors section of our website at: www.darden.com that will be referred to during prepared remarks.

About Darden
Darden Restaurants, Inc., (NYSE: DRI) owns and operates more than 1,500 restaurants that generate $6.8 billion in annual sales.  Headquartered in Orlando, Florida, and employing 150,000 people, Darden is recognized for a culture that rewards caring for and responding to people.  Our restaurant brands – Olive Garden, LongHorn Steakhouse, Bahama Breeze, Seasons 52, The Capital Grille, Eddie V's and Yard House – reflect the rich diversity of those who dine with us.  Our brands are built on deep insights into what our guests want.  For more information, please visit www.darden.com.  

Information about Forward-Looking Statements
Forward-looking statements in this communication regarding the REIT transaction and all other statements that are not historical facts, including without limitation statements concerning our future economic performance, are made under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995.  Any forward-looking statements speak only as of the date on which such statements are first made, and we undertake no obligation to update such statements to reflect events or circumstances arising after such date.  We wish to caution investors not to place undue reliance on any such forward-looking statements.  By their nature, forward-looking statements involve risks and uncertainties that could cause actual results to materially differ from those anticipated in the statements.  The most significant of these uncertainties are described in Darden's Form 10-K, Form 10-Q and Form 8-K reports.  These risks and uncertainties include the ability to achieve Darden's strategic plan to enhance shareholder value, food safety and food-borne illness concerns, litigation, unfavorable publicity, risks relating to public policy changes and federal, state and local regulation of our business, labor and insurance costs, technology failures including failure to maintain a secure cyber network, failure to execute a business continuity plan following a disaster, health concerns including virus outbreaks, intense competition, failure to drive sales growth, our plans to expand our smaller brands Bahama Breeze, Seasons 52 and Eddie V's, higher-than-anticipated costs to open, close, relocate or remodel restaurants, a failure to execute innovative marketing tactics, a failure to develop and recruit effective leaders, a failure to address cost pressures, shortages or interruptions in the delivery of food and other products and services, adverse weather conditions and natural disasters, volatility in the market value of derivatives, economic factors specific to the restaurant industry and general macroeconomic factors including interest rates, disruptions in the financial markets, risks of doing business with franchisees and vendors in foreign markets, failure to protect our intellectual property, impairment in the carrying value of our goodwill or other intangible assets, an inability or failure to manage the accelerated impact of social media and other factors and uncertainties discussed from time to time in reports filed by Darden with the SEC.

There is no assurance that the REIT Transaction will be completed, and there are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein relating to the REIT Transaction. These risks and uncertainties include:

  • there are a number of implementation and operational complexities to address as the Company executes the REIT Transaction, including the related internal reorganizations. The Company can provide no assurance as to whether it will be able to separate its real estate assets into a REIT;
  • the ability and timing of the Company to obtain required regulatory approvals regarding the REIT Transaction;
  • satisfaction of REIT qualification which involves the application of highly technical and complex provisions of the Internal Revenue Code of 1986, as amended, as well as various factual determinations not entirely within the Company's control;
  • changes in legislation, the Treasury regulations, or Internal Revenue Service interpretations can adversely impact the Company's ability to separate its real estate assets into a REIT or the benefits of being a REIT;
  • the ability and timing of the Company to complete financings and/or refinancings related to the REIT Transaction on acceptable terms or at all;
  • the Company and the REIT may not be able to conduct and expand their respective businesses following the proposed REIT Transaction due to circumstances beyond their control;
  • while the Company currently intends to take the steps necessary to separate its real estate assets into a REIT, there could be changes in legal, regulatory, market and other circumstances such that the Company can give no assurances that the Board will continue to pursue the REIT Transaction. The Company will have the right to terminate the transaction, even if all of the conditions have been satisfied, if the board of directors of the Company determines, in its sole and absolute discretion, that the REIT transaction is not in the best interests of the Company and its shareholders or that market conditions or other circumstances are such that the REIT transaction is no longer advisable at that time;
  • the Company has considered a variety of strategies, including alternative financing, capital and tax strategies, designed to maximize long-term shareholder value, but there can be no assurances that the REIT Transaction will be the most beneficial alternative considered; and
  • other risks, including those as may be detailed from time to time in the Company's and/or the REIT's filings with the SEC.

Logo - http://photos.prnewswire.com/prnh/20050203/FLTH026LOGO

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/darden-restaurants-announces-strategic-real-estate-plan-intends-to-pursue-a-reit-separation-continued-sale-leasebacks-of-select-restaurant-properties-and-the-sale-leaseback-of-restaurant-support-center-300103211.html

SOURCE Darden Restaurants, Inc.: Financial

(Analysts) Kevin Kalicak (407) 245-5870, or (Media) Rich Jeffers (407) 245-4189
Thu, 18 Jun 2015 08:30:00 -0400

ORLANDO, Fla., June 18, 2015 /PRNewswire/ -- The Board of Directors of Darden Restaurants, Inc. (NYSE: DRI) declared a regular quarterly cash dividend of $0.55 per share on the Company's outstanding common stock.  The dividend is payable on August 3, 2015 to shareholders of record at the close of business on July 10, 2015.

About Darden

Darden Restaurants, Inc., (NYSE: DRI) owns and operates more than 1,500 restaurants that generate over $6.5 billion in annual sales. Headquartered in Orlando, Florida, and employing 150,000 people, Darden is recognized for a culture that rewards caring for and responding to people.  Our restaurant brands – Olive Garden, LongHorn Steakhouse, Bahama Breeze, Seasons 52, The Capital Grille, Eddie V's and Yard House – reflect the rich diversity of those who dine with us. Our brands are built on deep insights into what our guests want. For more information, please visit www.darden.com

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/darden-restaurants-board-declares-regular-quarterly-dividend-300100901.html

SOURCE Darden Restaurants, Inc.: Financial

(Analysts) Kevin Kalicak (407) 245-5870; (Media) Rich Jeffers (407) 245-4189