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Tue, 15 Jul 2014 08:00:00 -0400

ORLANDO, Fla., July 15, 2014 /PRNewswire/ -- Darden Restaurants, Inc. (NYSE: DRI) today announced the early tender results as of 5:00 p.m. New York City time on July 14, 2014 (the "Early Tender Date") for its previously announced cash tender offers (each offer an "Offer" and collectively, the "Offers") for its outstanding 4.50% Senior Notes due 2021 ("2021 Notes"), 3.350% Senior Notes due 2022 ("2022 Notes"), 6.000% Senior Notes due 2035 (the "2035 Notes") and 6.200% Senior Notes due 2017 ("2017 Notes" and, together with the 2021 Notes, 2022 Notes and 2035 Notes, the "Notes") and also announced that it has (i) increased the "Maximum Amount" from $600,000,000 to $610,000,000 and (ii) eliminated the tender caps for the 2021 Notes and the 2022 Notes. The terms and conditions of the Offers are set forth in its Offer to Purchase, dated June 30, 2014, and the related Letter of Transmittal and remain unchanged, except as amended hereby.

The principal amount of each series of Notes that were validly tendered and not validly withdrawn in the Offers as of the Early Tender Date are outlined in the table below:

Title of Securities and
CUSIP Numbers

Principal Amount
Outstanding

Acceptance
Priority
Level

Tender Cap

Aggregate Principal 
Amount Tendered

Percent of Amount
Outstanding
Tendered

4.50% Senior Notes due 2021

(CUSIP No. 237194AJ4)

$400,000,000

1

N/A

$272,541,000

68.14%

3.350% Senior Notes due 2022

(CUSIP No. 237194AK1)

$450,000,000

2

N/A

$378,983,000

84.22%

6.000% Senior Notes due 2035

(CUSIP No. 237194AE5)

$150,000,000

3

N/A

$115,327,000

76.88%

6.200% Senior Notes due 2017

(CUSIP No. 237194AG0)

$500,000,000

4

N/A

$218,311,000

43.66%

Since the combined aggregate principal amount of 2021 Notes and 2022 Notes tendered and not withdrawn in the Offers exceeds the Maximum Amount, it is not expected that any 2035 Notes or 2017 Notes will be accepted. Darden will purchase any Notes that have been validly tendered by the Expiration Date and that it chooses to accept for purchase, subject to the Maximum Amount, the application of the Acceptance Priority Levels set forth in the table above and all conditions to the Offers having been satisfied or waived by it, on a date immediately following the Expiration Date (the "Settlement Date"). Assuming that the conditions to the Offers having been satisfied or waived, validly tendered Notes will be accepted for purchase on a prorated basis as described in the Offer to Purchase.

The Settlement Date is expected to occur on the first business day following the Expiration Date (as defined below), subject to all conditions to the Offers having been satisfied or waived by Darden. The expected Settlement Date is July 29, 2014, unless extended by Darden, assuming all conditions to the Offers have been satisfied or waived by Darden.

The Offers will expire at 12:00 midnight, New York City time, on July 28, 2014 (the "Expiration Date") (which is the end of the day on July 28, 2014), unless extended or earlier terminated. Darden reserves the right to terminate, withdraw or amend the Offers at any time subject to applicable law.

Holders tendering their Notes after the Early Tender Date will be eligible to receive the applicable tender offer consideration, which is equal to the applicable Total Consideration less the Early Tender Payment (as set forth in the Offer to Purchase).  Notes tendered may no longer be withdrawn, unless otherwise required by law.

The obligation to accept for purchase, and to pay for, Notes validly tendered and not withdrawn pursuant to the Offers is subject to the satisfaction or waiver of the conditions to the relevant Offers, including the condition ("Tender Proceeds Condition") that Darden has successfully completed the sale of its Red Lobster business (the "Red Lobster Transaction"), and that such sale has generated sufficient proceeds to purchase the Notes accepted for purchase in the Offers, including payment of the Tender Offer Consideration or Total Consideration, as applicable, accrued interest and pay all fees and expenses associated with the foregoing, all on terms and conditions acceptable to Darden in its sole discretion, subsequent to the date hereof and on or prior to the Settlement Date. There can be no assurance that Darden will be able to complete the Red Lobster Transaction and thus no assurance that the Tender Proceeds Condition will be satisfied.

The complete terms and conditions of the Offers are set forth in the related Offer to Purchase and the Letter of Transmittal which are being sent to holders of the Notes. Holders of the Notes are urged to read the tender offer documents carefully. Notes not tendered and purchased pursuant to the Offers will remain outstanding and be paid in accordance with their terms.

The Offers are being made solely by means of the related Offer to Purchase and the Letter of Transmittal. This press release does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful.  Capitalized terms used in this press release but not otherwise defined herein have the meanings assigned to them in the Offer to Purchase.  None of Darden, the Dealer Managers, the Tender Agent and the Information Agent or the Trustee is making any recommendation as to whether holders of the Notes should tender their Notes in response to the Offers.

BofA Merrill Lynch, US Bancorp and Wells Fargo Securities are the Lead Dealer Managers and Deutsche Bank Securities and Mizuho Securities are the Co-Dealer Managers for the Offers. The Lead Dealer Managers and Co-Dealer Managers are collectively the Dealer Managers for the Offers. Questions regarding the Offers may be directed to BofA Merrill Lynch at (888) 292-0070 (toll free) or (980) 387-3907 (collect), directed to US Bancorp at (877) 558-2607 (toll free) or (612) 336-7604 (collect) or directed to Wells Fargo Securities at (866) 309-6316 (toll free) or (704) 410-4760 (collect).  Requests for the Offer to Purchase and the Letter of Transmittal may be directed to D.F. King & Co., Inc. at 48 Wall Street, 22nd Floor, New York, New York 10005, (212) 269-5550  (for banks and brokers) or (800) 967-4617 (for all others).

As previously announced, Darden expects to use approximately $1.0 billion of the cash proceeds from the anticipated sale of its Red Lobster business to retire outstanding debt. In addition to the Offers described above, Darden has agreed to repurchase $80 million (of the $80 million currently outstanding) and $210 million (of the $220 million currently outstanding) aggregate principal amount of its 3.79% Senior Notes due 2019 and its 4.52% Senior Notes due 2024, respectively.  Darden's agreement to repurchase all of these notes is conditioned upon closing of the anticipated Red Lobster Transaction.  Further, if the Red Lobster Transaction closes and the sale generates sufficient cash proceeds to retire such debt, Darden currently intends to call for redemption approximately $100 million aggregate principal amount of its outstanding 7?% Debentures due 2016. Any such redemption, if instituted, would be made in accordance with the indenture governing the 7?% Debentures. There can be no assurance that Darden will be able to complete the Red Lobster Transaction or generate sufficient proceeds therefrom and thus no assurance that such debentures will be redeemed.

Darden Restaurants, Inc., (NYSE: DRI), the world's largest full-service restaurant company, owns and operates more than 1,500 restaurants that generate approximately $6.3 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. In 2014, Darden was named to the FORTUNE "100 Best Companies to Work For" list for the fourth year in a row. 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.

Forward-looking statements in this news release 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 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 (including all amendments to those reports). These risks and uncertainties include the ability to achieve Darden's strategic plan to enhance shareholder value including realizing the expected benefits from the sale of Red Lobster, the occurrence of any event, change or other circumstances that could give rise to the termination of the agreement to sell Red Lobster, the outcome of any legal proceeding that may be instituted against Darden relating to the Red Lobster transaction or otherwise, the failure of the Red Lobster transaction to close for any reason including non-fulfillment of any conditions to close, the timing of the completion of the transaction, actions of activist investors, which could distract management, divert our resources and, absent board action, accelerate our indebtedness, 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 including health care reform, labor and insurance costs, technology failures, failure to execute a business continuity plan following a disaster, health concerns including virus outbreaks, intense competition, failure to drive sales growth, failure to successfully integrate the Yard House business and the additional indebtedness incurred to finance the Yard House acquisition, our plans to expand our smaller brands Bahama Breeze, Seasons 52 and Eddie V's, a lack of suitable new restaurant locations, higher-than-anticipated costs to open, close, relocate or remodel restaurants, a failure to execute innovative marketing tactics and increased advertising and marketing costs, 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, 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 unemployment and interest rates, disruptions in the financial markets, risks of doing business with franchisees and vendors in foreign markets, failure to protect our service marks or other intellectual property, impairment in the carrying value of our goodwill or other intangible assets, a failure of our internal controls over financial reporting, or changes in accounting standards, 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.

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

SOURCE Darden Restaurants, Inc.: Financial

(Analysts) Matthew Stroud, (407) 245-5288; (Media) Rich Jeffers, (407) 245-4189
Mon, 14 Jul 2014 16:25:00 -0400

ORLANDO, Fla., July 14, 2014 /PRNewswire/ -- Darden Restaurants, Inc. (NYSE: DRI) today announced the pricing for its previously announced cash tender offers (each offer an "Offer" and collectively, the "Offers") for up to $600,000,000 aggregate principal amount (the "Maximum Amount") of its outstanding 4.50% Senior Notes due 2021 ("2021 Notes"), 3.350% Senior Notes due 2022 ("2022 Notes"), 6.000% Senior Notes due 2035 (the "2035 Notes") and 6.200% Senior Notes due 2017 ("2017 Notes" and, together with the 2021 Notes, 2022 Notes and 2035 Notes, the "Notes") on the terms and subject to the conditions set forth in its Offer to Purchase, dated June 30, 2014, and the related Letter of Transmittal.

The Total Consideration (as defined below) being offered for the Notes accepted for purchase in the Offers and the priority of the Offers is set forth in the table below:

Title of Securities and
CUSIP Numbers

Principal Amount Outstanding

Acceptance
Priority Level

Tender Cap

Reference Treasury Security

Bloomberg Reference Page(1)

Reference Yield

Fixed Spread (basis points)

Tender Offer Yield

Total Consideration (2)(3)

4.50% Senior Notes due 2021

(CUSIP No. 237194AJ4)

$400,000,000

1

$300,000,000

2.50% due 5/15/24

PX1

2.549%

105

3.599%

$1,056.73

3.350% Senior Notes due 2022

(CUSIP No. 237194AK1)

$450,000,000

2

$300,000,000

2.50% due 5/15/24

PX1

2.549%

80

3.349%

$1,000.04

6.000% Senior Notes due 2035

(CUSIP No. 237194AE5)

$150,000,000

3

N/A

3.625% due 2/15/44

PX1

3.359%

180

5.159%

$1,107.18

6.200% Senior Notes due 2017

(CUSIP No. 237194AG0)

$500,000,000

4

N/A

0.625% due 9/30/17

PX5

1.072%

25

1.322%

$1,152.84























(1)

 The applicable page on Bloomberg from which the Lead Dealer Managers (identified below) have quoted the bid-side prices of the applicable Reference Treasury Securities (defined below).






(2)

Per $1,000 principal amount of Notes tendered and accepted for purchase. Holders will also receive accrued interest on Notes accepted for purchase up to, but excluding, the Settlement Date (defined below).






(3)

The Total Consideration for all series of Notes, based on the Reference Yield (defined below) of the Reference Treasury Security (as set forth above) as of 2:00 p.m., New York City time today, includes the Early Tender Payment (defined below).





The consideration to be paid in the Offers for the Notes has been determined in the manner described in the Offer to Purchase by reference to a fixed spread over the yield (the "Reference Yield") to maturity of the applicable U.S. Treasury Security (the "Reference Treasury Security") specified in the table above and in the Offer to Purchase. Holders of Notes that are validly tendered and not validly withdrawn at or before 5:00 p.m., New York City time on July 14, 2014 (the "Early Tender Date") and accepted for purchase will receive the applicable total consideration (the "Total Consideration"), which will include an early tender payment of $30.00 per $1,000 principal amount of the Notes accepted for purchase (the "Early Tender Payment") on a date (the "Settlement Date") immediately following 12:00 midnight, New York City time, on July 28, 2014 (the "Expiration Date").  The expected Settlement Date is July 29, 2014, unless extended by Darden, assuming all conditions to the Offers have been satisfied or waived by Darden.  Holders of Notes who validly tender their Notes after the Early Tender Date and at or before the Expiration Date (as defined below) will only receive the applicable Tender Offer Consideration per $1,000 principal amount of Notes tendered by such holders that are accepted for purchase, which is equal to the applicable Total Consideration minus the Early Tender Payment. Holders whose Notes are accepted for purchase pursuant to the Offers will also receive accrued and unpaid interest on their purchased Notes from the last interest payment date for such Notes to, but excluding, the Settlement Date.  Assuming that the conditions to the Offers have been satisfied or waived, validly tendered Notes will be accepted for purchase, subject to the Maximum Amount, the application of the Acceptance Priority Levels set forth in the table above and the Tender Cap for certain series set forth in the table above, on a prorated basis as described in the Offer to Purchase.

Notes tendered in the Offers may only be withdrawn prior to 5:00 p.m., New York City time on July 14, 2014 (the "Withdrawal Date").  Notes tendered after the Withdrawal Date and prior to the Expiration Date may not be withdrawn, unless otherwise required by law.

The obligation to accept for purchase, and to pay for, Notes validly tendered and not withdrawn pursuant to the Offers is subject to the satisfaction or waiver of the conditions to the relevant Offers, including the condition ("Tender Proceeds Condition") that Darden has successfully completed the sale of its Red Lobster business (the "Red Lobster Transaction"), and that such sale has generated sufficient proceeds to purchase the Notes accepted for purchase in the Offers, including payment of the Tender Offer Consideration or Total Consideration, as applicable, accrued interest and pay all fees and expenses associated with the foregoing, all on terms and conditions acceptable to Darden in its sole discretion, subsequent to the date hereof and on or prior to the Settlement Date. There can be no assurance that Darden will be able to complete the Red Lobster Transaction and thus no assurance that the Tender Proceeds Condition will be satisfied.

The complete terms and conditions of the Offers are set forth in the related Offer to Purchase and the Letter of Transmittal which are being sent to holders of the Notes.  Holders of the Notes are urged to read the tender offer documents carefully.  Notes not tendered and purchased pursuant to the Offers will remain outstanding and be paid in accordance with their terms.

The Offers are being made solely by means of the related Offer to Purchase and the Letter of Transmittal. This press release does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful.  Capitalized terms used in this press release but not otherwise defined herein have the meanings assigned to them in the Offer to Purchase.  None of Darden, the Dealer Managers, the Tender Agent and the Information Agent or the Trustee is making any recommendation as to whether holders of the Notes should tender their Notes in response to the Offers.

BofA Merrill Lynch, US Bancorp and Wells Fargo Securities are the Lead Dealer Managers and Deutsche Bank Securities and Mizuho Securities are the Co-Dealer Managers for the Offers. The Lead Dealer Managers and Co-Dealer Managers are collectively the Dealer Managers for the Offers. Questions regarding the Offers may be directed to BofA Merrill Lynch at (888) 292-0070 (toll free) or (980) 387-3907 (collect), directed to US Bancorp at (877) 558-2607 (toll free) or (612) 336-7604 (collect) or directed to Wells Fargo Securities at (866) 309-6316 (toll free) or (704) 410-4760 (collect).  Requests for the Offer to Purchase and the Letter of Transmittal may be directed to D.F. King & Co., Inc. at 48 Wall Street, 22nd Floor, New York, New York 10005, (212) 269-5550  (for banks and brokers) or (800) 967-4617 (for all others).

Darden Restaurants, Inc., (NYSE: DRI), the world's largest full-service restaurant company, owns and operates more than 1,500 restaurants that generate approximately $6.3 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. In 2014, Darden was named to the FORTUNE "100 Best Companies to Work For" list for the fourth year in a row. 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.

Forward-looking statements in this news release 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 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 (including all amendments to those reports). These risks and uncertainties include the ability to achieve Darden's strategic plan to enhance shareholder value including realizing the expected benefits from the sale of Red Lobster, the occurrence of any event, change or other circumstances that could give rise to the termination of the agreement to sell Red Lobster, the outcome of any legal proceeding that may be instituted against Darden relating to the Red Lobster transaction or otherwise, the failure of the Red Lobster transaction to close for any reason including non-fulfillment of any conditions to close, the timing of the completion of the transaction, actions of activist investors, which could distract management, divert our resources and, absent board action, accelerate  our indebtedness, 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 including health care reform, labor and insurance costs, technology failures, failure to execute a business continuity plan following a disaster, health concerns including virus outbreaks, intense competition, failure to drive sales growth, failure to successfully integrate the Yard House business and the additional indebtedness incurred to finance the Yard House acquisition, our plans to expand our smaller brands Bahama Breeze, Seasons 52 and Eddie V's, a lack of suitable new restaurant locations, higher-than-anticipated costs to open, close, relocate or remodel restaurants, a failure to execute innovative marketing tactics and increased advertising and marketing costs, 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, 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 unemployment and interest rates, disruptions in the financial markets, risks of doing business with franchisees and vendors in foreign markets, failure to protect our service marks or other intellectual property, impairment in the carrying value of our goodwill or other intangible assets, a failure of our internal controls over financial reporting, or changes in accounting standards, 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.

SOURCE Darden Restaurants, Inc.: Financial

(Analysts) Matthew Stroud, (407) 245-5288; or (Media) Rich Jeffers, (407) 245-4189
Tue, 08 Jul 2014 12:19:00 -0400

New Restaurant Design, New Logo & National Online To-Go Ordering Signal Broader Foundational Changes

ORLANDO, Fla., July 8, 2014 /PRNewswire/ -- Olive Garden today announced the latest phase of its ongoing brand renaissance by beginning the roll out of a new national restaurant remodel design and launching an updated web experience and online To Go platform – all of which feature a new Olive Garden logo – signaling the broader foundational changes the brand is making to evolve the guest experience.

During the past year, the leading Italian restaurant has simplified its culinary operations to focus on food quality, evolved its service approach to be more flexible and personal to anticipate guest needs, and introduced its largest menu refresh ever, with more than 20 new menu items that expanded choice, variety and value. The latest phase of changes – from a new logo to newly designed restaurants – serve as strong signals to guests that Olive Garden is bringing new things to the table.  Details include: 

New Remodel Design
This month Olive Garden unveils a new, updated design for its remodeled restaurants that will roll out to more than 75 restaurants during the next year.  The design is more open and vibrant, creating an atmosphere that promotes togetherness, while maintaining the casual warmth and family-friendly nature guests love about Olive Garden.

The new design includes the removal of walls to create a more open and inviting atmosphere; distinctive decor in each dining area for a more homelike feel; a striking, more modern lobby and bar area which encourages guests to gather; flexible seating that better accommodates large parties; and more vibrant colors, fabrics and textures that bring new energy to guests' dining experience. Remodeled restaurants will also feature updated plateware featuring a more modern, all-white look that simplifies and enhances food presentation.

New Web Experience Featuring Online To-Go Ordering
Olive Garden also is introducing a redesigned web experience for its guests, including the national launch of online To Go, where guests can order meals via Olive Garden's website for pick-up at restaurant locations across the country. Guests can pre-pay for their purchase online or when picking up at the restaurant and redeem coupons with their order. Guests also have the option to save their favorite orders for future transactions and order meals days in advance. To Go online orders can be placed by going to OliveGarden.com and clicking Find A Location.

New Olive Garden Logo
The strongest signal of change comes with the roll out of Olive Garden's new logo, which will be featured on remodeled restaurants, Olive Garden's new website and social media pages, as well as on menus and other marketing communications.  All restaurant signage in remodel markets also will be converted to feature the new logo.  This marks the first time Olive Garden has significantly evolved its logo in more than 15 years and is a physical indicator of the significant changes the restaurant is making to update its brand.

"We've done a lot of work during the past year to evolve the experience we deliver to our guests, from offering more choice and variety on our menu to creating a more flexible service approach that puts our guests' needs first," said Jay Spenchian, Olive Garden's executive vice president of marketing.  "As we continue to update our brand experience, we needed to send a strong signal to our guests that there's something new and exciting at Olive Garden, and our new remodel design, web experience and logo are designed to do just that."

Olive Garden also is testing a new menu design and format in more than 30 restaurants with plans to roll out nationwide later this year.  In addition to this test, all remodeled restaurants will feature a new leather-bound menu with an updated look and streamlined format that's easier to navigate and consistent with Olive Garden's new brand merchandising and logo.

Connect with Olive Garden at Facebook.com/OliveGarden, Twitter.com/OliveGarden and Instagram.com/OfficialOliveGarden. For more information and to find your nearest Olive Garden restaurant, visit OliveGarden.com.

ABOUT OLIVE GARDEN
Olive Garden is the leading restaurant in the Italian dining segment with more than 800 restaurants, more than 96,000 employees and more than $3.6 billion in annual sales. Olive Garden is a division of Darden Restaurants, Inc., (NYSE: DRI), which owns and operates more than 2,100 restaurants that generate over $8.5 billion in annual sales.  Headquartered in Orlando, Fla., and employing more than 200,000 people, Darden is recognized for a culture that rewards caring for and responding to people.  In 2014, Darden was named to the FORTUNE "100 Best Companies to Work For" list for the fourth year in a row.  Our restaurant brands – Red Lobster, 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.

This month Olive Garden unveils a new, updated design for its remodeled restaurants that will roll out to more than 75 restaurants during the next year.

 

Olive Garden's new remodel design is more open and vibrant, while still maintaining the restaurant's casual warmth and family-friendly atmosphere.

 

Olive Garden’s new logo will be featured on all restaurant signage in remodel markets, as a signal of the broader foundational changes the brand is making to enhance the overall guest experience.

 

Olive Garden is introducing a new logo to signal broader foundational changes the restaurant is making to update its brand.

 

Photo - http://photos.prnewswire.com/prnh/20140708/125006
Photo - http://photos.prnewswire.com/prnh/20140708/125005
Logo - http://photos.prnewswire.com/prnh/20140708/125008
Photo - http://photos.prnewswire.com/prnh/20140708/125007

SOURCE Olive Garden

Katie Pearson, Katie.Pearson@edelman.com, 312-240-2642, or Tara Gray, TGray@darden.com, 407-245-5642
Mon, 30 Jun 2014 08:00:00 -0400

ORLANDO, Fla., June 30, 2014 /PRNewswire/ -- Darden Restaurants, Inc. (NYSE: DRI) today announced that it has commenced cash tender offers (each offer an "Offer" and collectively, the "Offers") for up to $600,000,000 aggregate principal amount of its outstanding 4.50% Senior Notes due 2021 ("2021 Notes"), 3.350% Senior Notes due 2022 ("2022 Notes"), 6.000% Senior Notes due 2035 (the "2035 Notes") and 6.200% Senior Notes due 2017 ("2017 Notes" and, together with the 2021 Notes, 2022 Notes and 2035 Notes, the "Notes") on the terms and subject to the conditions set forth in its Offer to Purchase, dated June 30, 2014, and the related Letter of Transmittal.

The consideration being offered for the Notes accepted for purchase in the Offers and the priority of the Offers is set forth in the table below:


Title of Securities and
CUSIP Numbers

Principal Amount Outstanding

Acceptance
Priority Level

Tender Cap

Reference Treasury Security

Bloomberg Reference Page(1)

Fixed Spread (basis points)

Hypothetical
Tender Offer
Consideration (2)(3)

Early Tender Payment (4)

Hypothetical Total Consideration (2)(3)

4.50% Senior Notes due 2021

(CUSIP No. 237194AJ4)

$400,000,000

1

$300,000,000

2.50% due 5/15/24

PX1

105

$1,027.97

$30.00

$1,057.97

3.350% Senior Notes due 2022

(CUSIP No. 237194AK1)

$450,000,000

2

$300,000,000

2.50% due 5/15/24

PX1

80

$971.40

$30.00

$1,001.40

6.000% Senior Notes due 2035

(CUSIP No. 237194AE5)

$150,000,000

3

N/A

3.625% due 2/15/44

PX1

180

$1,078.27

$30.00

$1,108.27

6.200% Senior Notes due 2017

(CUSIP No. 237194AG0)

$500,000,000

4

N/A

0.625% due 9/30/17

PX5

25

$1,124.38

$30.00

$1,154.38




(1)

The applicable page on Bloomberg from which the Lead Dealer Managers (identified below) will quote the bid-side prices of the applicable Reference Treasury Securities (defined below).


(2)

Per $1,000 principal amount of Notes tendered and accepted for purchase. Holders will also receive accrued interest on Notes accepted for purchase up to, but excluding, the Settlement Date (defined below).


(3)

 

The Hypothetical Tender Offer Consideration and Hypothetical Total Consideration for all series of Notes, based on the Reference Yield (defined below) of the Reference Treasury Security (as set forth above) as of 2:00 p.m., New York City time on June 27, 2014. The actual Reference Yields of the Reference Treasury Securities will be determined by the Lead Dealer Managers based on certain quotes available at the Price Determination Date, which is expected to be at 2:00 p.m., New York City Time, on July 14, 2014. See Schedules A and B in the Offer to Purchase for more detailed information.


(4)

Per $1,000 principal amount of Notes.

The Total Consideration paid in the Offers for the Notes will be determined in the manner described in the Offer to Purchase by reference to a fixed spread over the yield (the "Reference Yield") to maturity of the applicable U.S. Treasury Security (the "Reference Treasury Security") specified in the table above and in the Offer to Purchase. Holders of Notes that are validly tendered and not validly withdrawn at or before 5:00 p.m. on July 14, 2014 (the "Early Tender Date") and accepted for purchase will receive the applicable Total Consideration, which includes an early tender payment of $30.00 per $1,000 principal amount of the Notes accepted for purchase (the "Early Tender Payment") on the Settlement Date (as defined below). Holders of Notes who validly tender their Notes after the Early Tender Date and at or before the Expiration Date (as defined below) will only receive the applicable Tender Offer Consideration per $1,000 principal amount of Notes tendered by such holders that are accepted for purchase, which is equal to the applicable Total Consideration minus the Early Tender Payment. Holders whose Notes are accepted for purchase pursuant to the Offers will also receive accrued and unpaid interest on their purchased Notes from the last interest payment date for such Notes to, but excluding, the Settlement Date.

As set forth in the Offer to Purchase, the Offers are subject to a maximum aggregate principal amount in respect of Notes purchased of $600,000,000 (the "Maximum Amount"), the application of the acceptance priority levels set forth in the table above (the "Acceptance Priority Levels"), the tender cap (the "Tender Cap") for certain Series specified in the table above and certain other conditions. 

Darden will purchase any Notes that have been validly tendered by the Expiration Date and that it chooses to accept for purchase, subject to the Maximum Amount, the application of the Acceptance Priority Levels, the Tender Cap for certain Series and all conditions to the Offers having been satisfied or waived by it, on a date immediately following the Expiration Date (the "Settlement Date"). The Settlement Date is expected to occur on the first business day following the Expiration Date, subject to all conditions to the Offers having been satisfied or waived by Darden. The expected Settlement Date is July 29, 2014, unless extended by Darden, assuming all conditions to the Offers have been satisfied or waived by Darden.

Subject to the Tender Cap for certain Series, the amount of a series of Notes purchased in the Offers will be based on the Acceptance Priority Level for such series, as set forth above and in the Offer to Purchase, and may be prorated.  If Notes of a Series subject to a Tender Cap are validly tendered and not validly withdrawn in an aggregate principal amount greater than the applicable Tender Cap for such Series, the principal amount of Notes purchased of that Series will be limited to the applicable Tender Cap and will be prorated based on the aggregate principal amount validly tendered and not validly withdrawn with respect to that Series.  If Notes are validly tendered and not validly withdrawn such that the combined aggregate principal amount of such tendered Notes exceeds the Maximum Amount, we will accept for purchase only a combined aggregate principal amount of Notes equal to the Maximum Amount.  If purchasing all of the tendered Notes of a Series of Notes of an applicable Acceptance Priority Level on the Settlement Date would cause the Maximum Amount to be exceeded, the amount of that Series of Notes purchased on the Settlement Date will be prorated based on the aggregate principal amount of that Series of Notes tendered such that the Maximum Amount will not be exceeded.

The Offers will expire at 12:00 midnight, New York City time, on July 28, 2014 (the "Expiration Date") (which is the end of the day on July 28, 2014), unless extended or earlier terminated. Darden reserves the right to terminate, withdraw or amend the Offers at any time subject to applicable law.

Notes tendered in the Offers may only be withdrawn prior to 5:00 p.m. on July 14, 2014 (the "Withdrawal Date").  Notes tendered after the Withdrawal Date and prior to the Expiration Date may not be withdrawn. Darden reserves the right, but is under no obligation, to increase or decrease the Maximum Amount or increase, decrease or eliminate any Tender Cap, subject to compliance with applicable law, which could result in Darden purchasing a greater or lesser principal amount of Notes in the Offers. There can be no assurance that Darden will exercise its right to increase or decrease the Maximum Amount or increase, decrease or eliminate any Tender Cap. If Darden increases or decreases the Maximum Amount or increases, decreases or eliminates any Tender Cap or extends the Early Tender Date, Darden does not expect to extend the Withdrawal Date, subject to applicable law.

The obligation to accept for purchase, and to pay for, Notes validly tendered and not withdrawn pursuant to the Offers is subject to the satisfaction or waiver of the conditions to the relevant Offers, including the condition ("Tender Proceeds Condition") that Darden has successfully completed the sale of its Red Lobster business (the "Red Lobster Transaction"), and that such sale has generated sufficient proceeds to purchase the Notes accepted for purchase in the Offers, including payment of the Tender Offer Consideration or Total Consideration, as applicable, accrued interest and pay all fees and expenses associated with the foregoing, all on terms and conditions acceptable to Darden in its sole discretion, subsequent to the date hereof and on or prior to the Settlement Date. There can be no assurance that Darden will be able to complete the Red Lobster Transaction and thus no assurance that the Tender Proceeds Condition will be satisfied.

The complete terms and conditions of the Offers are set forth in the related Offer to Purchase and the Letter of Transmittal which are being sent to holders of the Notes.  Holders of the Notes are urged to read the tender offer documents carefully.  Notes not tendered and purchased pursuant to the Offers will remain outstanding and be paid in accordance with their terms.

The Offers are being made solely by means of the related Offer to Purchase and the Letter of Transmittal. This press release does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful.  Capitalized terms used in this press release but not otherwise defined herein have the meanings assigned to them in the Offer to Purchase.  None of Darden, the Dealer Managers, the Tender Agent and the Information Agent or the Trustee is making any recommendation as to whether holders of the Notes should tender their Notes in response to the Offers.

BofA Merrill Lynch, US Bancorp and Wells Fargo Securities are the Lead Dealer Managers and Deutsche Bank Securities and Mizuho Securities are the Co-Dealer Managers for the Offers. The Lead Dealer Managers and Co-Dealer Managers are collectively the Dealer Managers for the Offers. Questions regarding the Offers may be directed to BofA Merrill Lynch at (888) 292-0070 (toll free) or (980) 387-3907 (collect), directed to US Bancorp at (877) 558-2607 (toll free) or (612) 336-7604 (collect) or directed to Wells Fargo Securities at (866) 309-6316 (toll free) or (704) 410-4760 (collect).  Requests for the Offer to Purchase and the Letter of Transmittal may be directed to D.F. King & Co., Inc. at 48 Wall Street, 22nd Floor, New York, New York 10005, (212) 269-5550  (for banks and brokers) or (800) 967-4617 (for all others).

As announced recently, Darden expects to use approximately $1.0 billion of the cash proceeds from the anticipated sale of its Red Lobster business to retire outstanding debt.  In addition to the Offers described above, Darden has agreed to repurchase $80 million and $210 million aggregate principal amount of its 3.79% Senior Notes due 2019 and its 4.52% Senior Notes due 2024, respectively.  Darden's agreement to repurchase these notes is conditioned upon closing of the anticipated Red Lobster Transaction.

Darden Restaurants, Inc., (NYSE: DRI), the world's largest full-service restaurant company, owns and operates more than 1,500 restaurants that generate approximately $6.3 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. In 2014, Darden was named to the FORTUNE "100 Best Companies to Work For" list for the fourth year in a row. 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.

Forward-looking statements in this news release 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 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 (including all amendments to those reports). These risks and uncertainties include the ability to achieve Darden's strategic plan to enhance shareholder value including realizing the expected benefits from the sale of Red Lobster, the occurrence of any event, change or other circumstances that could give rise to the termination of the agreement to sell Red Lobster, the outcome of any legal proceeding that may be instituted against Darden relating to the Red Lobster transaction or otherwise, the failure of the Red Lobster transaction to close for any reason including non-fulfillment of any conditions to close, the timing of the completion of the transaction, actions of activist investors and the cost and disruption of responding to those actions, 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 including health care reform, labor and insurance costs, technology failures, failure to execute a business continuity plan following a disaster, health concerns including virus outbreaks, intense competition, failure to drive sales growth, failure to successfully integrate the Yard House business and the additional indebtedness incurred to finance the Yard House acquisition, our plans to expand our smaller brands Bahama Breeze, Seasons 52 and Eddie V's, a lack of suitable new restaurant locations, higher-than-anticipated costs to open, close, relocate or remodel restaurants, a failure to execute innovative marketing tactics and increased advertising and marketing costs, 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, 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 unemployment and interest rates, disruptions in the financial markets, risks of doing business with franchisees and vendors in foreign markets, failure to protect our service marks or other intellectual property, impairment in the carrying value of our goodwill or other intangible assets, a failure of our internal controls over financial reporting, or changes in accounting standards, 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.

SOURCE Darden Restaurants, Inc.: Financial

(Analysts) Matthew Stroud, (407) 245-6458; or (Media) Rich Jeffers, (407) 245-4189
Fri, 20 Jun 2014 07:00:00 -0400

ORLANDO, Fla., June 20, 2014 /PRNewswire/ -- Darden Restaurants, Inc. (NYSE: DRI) today reported earnings and sales results for the fourth quarter and fiscal year ended May 25, 2014.  Headlines include:

Fourth Quarter Earnings Per Share and Total Sales

Fourth quarter diluted net earnings per share were 65 cents, which compares to $1.01 in last year's fourth quarter.  The Company estimates that diluted net earnings per share for the fourth quarter of this year were adversely affected by approximately 19 cents due to legal, financial advisory and other costs related to implementation of the strategic action plan Darden announced in December 2013 and charges related to various asset impairments.  Fourth quarter total sales from continuing and discontinued operations were $2.32 billion, which compares to $2.30 billion in the fourth quarter last year.  As a result of the pending sale of Red Lobster, operating results for Red Lobster are included in discontinued operations for all periods presented.  However, the Company did not allocate any general and administrative operating support expenses to net earnings from discontinued operations.

  • Diluted net earnings per share in the fourth quarter of this year include 36 cents from continuing operations and 29 cents from discontinued operations.  Of the approximately 19 cents that adversely affected diluted net earnings for this year's fourth quarter, approximately 13 cents affected continuing operations and approximately six cents affected discontinued operations.  Diluted net earnings per share for the fourth quarter of last year include 59 cents from continuing operations and 42 cents from discontinued operations. 
  • Net earnings in the fourth quarter of this year were $86.5 million, which includes $48.4 million from continuing operations and $38.1 million from discontinued operations.  Net earnings in the fourth quarter of last year were $133.2 million, and included $78.5 million from continuing operations and $54.7 million from discontinued operations.
  • Fourth quarter total sales from continuing and discontinued operations were $2.32 billion, which compares to $2.30 billion in the fourth quarter last year.  Total sales for the fourth quarter of this year include sales of $1.65 billion from continuing operations and sales of $666.2 million from discontinued operations.  Total sales in the fourth quarter of last year include sales of $1.59 billion from continuing operations and sales of $706.5 million from discontinued operations.  The increase in total sales for the fourth quarter of this year reflects the operation of 69 net new restaurants compared to the fourth quarter last year and same restaurant-sales increases for LongHorn Steakhouse and the Company's Specialty Restaurants, offset by same-restaurant sales declines for Olive Garden and Red Lobster.
  • In the fourth quarter, U.S. same-restaurant sales increased 2.4% at LongHorn Steakhouse and 2.0% at the Specialty Restaurant Group and declined 3.5% at Olive Garden and 5.6% at Red Lobster.  

Fiscal Year 2014 Earnings Per Share and Total Sales

Fiscal year 2014 diluted net earnings per share were $2.15, which compares to $3.13 last year.  For the fiscal year, diluted net earnings per share were adversely affected by approximately 32 cents due to strategic action plan costs and charges related to various asset impairments.  For fiscal year 2014, total sales from continuing and discontinued operations were $8.76 billion, a 2.4% increase from $8.55 billion last year.  As a result of the pending sale of Red Lobster, operating results for Red Lobster are included in discontinued operations for all periods presented.  However, we did not allocate any general and administrative operating support expenses to net earnings from discontinued operations.

  • For fiscal year 2014, diluted net earnings per share of $2.15 include $1.38 from continuing operations and 77 cents from discontinued operations.  Last year, diluted net earnings per share were $3.13, and included $1.80 from continuing operations and $1.33 from discontinued operations.  Net earnings were $286.2 million in fiscal 2014 and include $183.2 million from continuing operations and $103.0 million from discontinued operations.  Net earnings were $411.9 million last year, including $237.3 million from continuing operations and $174.6 million from discontinued operations.
  • For fiscal year 2014, total sales were $8.76 billion, a 2.4% increase from $8.55 billion last year.  Total sales for fiscal 2014 include sales of $6.29 billion from continuing operations and sales of $2.47 billion from discontinued operations.  Total sales for fiscal 2013 include sales of $5.92 billion from continuing operations and sales of $2.63 billion from discontinued operations.  The increase reflects 5.6% of growth in sales for the year due to new restaurants (including incremental operating weeks this year compared to last year as a result of the acquisition of 40 Yard House restaurants in the second quarter of last year) same-restaurant sales growth of 2.7% for LongHorn Steakhouse and 1.6% for the Company's Specialty Restaurants, offset partially by same-restaurant sales declines of 3.4% for Olive Garden and 6.0% for Red Lobster.

Operating Headlines

OLIVE GARDEN'S fourth quarter sales of $926 million were 2.7% lower than the prior year due to its U.S. same-restaurant sales decline of 3.5% partially offset by revenue from nine net new restaurants.  For the quarter, on a percentage of sales basis, food and beverage expenses, restaurant labor expenses, restaurant expenses, selling, general and administrative expenses and depreciation and amortization expenses were higher.  This resulted in a decline for the quarter in both operating profit and operating profit as a percentage of sales. For the full fiscal year, total sales were $3.64 billion, a 1.1% decline from last year, average annual sales per restaurant were $4.4 million and U.S. same-restaurant sales declined 3.4%. 

LONGHORN STEAKHOUSE'S fourth quarter sales of $376 million were 10.8% higher than the prior year, driven by revenue from 34 net new restaurants and its U.S. same-restaurant sales increase of 2.4%.  For the quarter, on a percentage of sales basis, higher food and beverage expenses, restaurant expenses and selling, general and administrative expenses were slightly offset by lower restaurant labor expenses.  This resulted in a decline in both in operating profit and operating profit as a percentage of sales.  For the full fiscal year, total sales were $1.38 billion, a 12.4% increase from last year, average annual sales per restaurant were $3.1 million and U.S. same-restaurant sales increased 2.7%.

THE SPECIALTY RESTAURANTS' fourth quarter sales of $342 million were 15.9% higher than the prior year, driven by same-restaurant sales increases of 4.1% at Bahama Breeze, 4.0% at The Capital Grille, 0.8% at Yard House, 0.3% at Eddie Vs partially offset by a same-restaurant sale decline of 1.6% at Seasons 52.  Sales growth for the group also reflected revenue from five new restaurants at The Capital Grille, four at Bahama Breeze, seven at Seasons 52, three at Eddie V's and eight at Yard House.  For the full fiscal year, total sales for the Specialty Restaurants were $1.23 billion, a 25% increase from last year.  At The Capital Grille, average annual sales per restaurant were $7.1 million and same-restaurant sales increased 3.4% for the fiscal year.  At Bahama Breeze, average annual sales per restaurant were $5.6 million and same-restaurant sales increased 4.1% for the fiscal year.  At Seasons 52, average annual sales per restaurant were $5.7 million and same-restaurant sales declined 2.2% for the fiscal year.  At Eddie V's, average annual sales per restaurant were $6.0 million and same-restaurant sales increased 1.1% for the fiscal year.  And, at Yard House, average annual sales per restaurant were $8.2 million and same-restaurant sales increased 0.3% for the fiscal year. 

Discontinued Operations

We have classified the results of operations, impairment charges and separation costs related to Red Lobster and its related franchise and consumer products businesses and two closed synergy restaurants as discontinued operations.

Red Lobster's fourth quarter sales of $664 million were 5.6% lower than the prior year, which reflected its U.S. same-restaurant sales decline of 5.6%.  For the quarter, on a percentage of sales basis, food and beverage expenses, restaurant expenses, and depreciation and amortization expenses were higher compared to the fourth quarter of last year, while selling, general and administrative expenses were lower.  The net result is that operating profit and operating profit as a percentage of sales were below last year.  For the full fiscal year, total sales were $2.46 billion, a 6.2% decrease compared to last year, average annual sales per restaurant were $3.5 million and U.S. same-restaurant sales decreased 6.0%.

Fiscal 2014 March, April, May U.S. Same-Restaurant Sales Results

Darden reported U.S. same-restaurant sales for the fiscal months of March, April and May as follows:

Olive Garden

March

April

May

Same-Restaurant Sales

-4.4%

-2.6%

-3.3%

Same-Restaurant Traffic

-6.1%

-3.5%

-1.7%

Pricing

1.7%

1.7%

1.7%

Menu mix

0.0%

-0.9%

-3.3%

LongHorn Steakhouse

March

April

May

Same-Restaurant Sales

1.9%

2.6%

2.7%

Same-Restaurant Traffic

-0.7%

-0.9%

-0.3%

Pricing

2.4%

2.7%

2.7%

Menu Mix

0.2%

0.9%

0.2%





Red Lobster

March

April

May

Same-Restaurant Sales

-7.6%

-3.6%

-4.4%

Same-Restaurant Traffic

-10.0%

-8.8%

-10.1%

Pricing

1.5%

1.6%

1.7%

Menu mix

0.9%

3.5%

4.0%

Red Lobster Sale

Darden expects to receive net cash proceeds from the sale of Red Lobster, after tax and transaction costs, of approximately $1.6 billion, of which approximately $1.0 billion will be used to retire outstanding debt.  The remaining net proceeds of approximately $500 million to $600 million will be deployed in fiscal 2015 for a new share repurchase program of up to $700 million.  In addition to strengthening the Company's credit metrics, with the lower debt levels and reduced outstanding share count, Darden expects to maintain its current quarterly dividend of 55 cents per share, or $2.20 annually.  The transaction is expected to close in the Company's first quarter of fiscal 2015.

Other Actions

Darden's Board of Directors declared a quarterly cash dividend of 55 cents per share on the Company's outstanding common stock.  The dividend is payable on August 1, 2014 to shareholders of record at the close of business on July 10, 2014. 

The Board of Directors expanded the Company's existing share repurchase authorization to include structured transactions.  The Company's available share repurchase authorization totals 15.5 million shares, which is approximately 12% of the 132.3 million shares the Company had outstanding at the end of fourth quarter of fiscal 2014. 

Darden's Annual Meeting of Shareholders will be held on September 30, 2014 in Orlando, FL.  The record date for shareholders entitled to vote at the Annual Meeting is August 11, 2014. 

Fiscal 2015 Financial Outlook

Given significant adjustments related to the sale of Red Lobster, the Company will discuss its fiscal 2015 financial outlook during the fourth quarter conference call and slide presentation that is scheduled for Friday, June 20 at 8:30 am ET and that can be accessed by clicking on the following link: http://www.videonewswire.com/event.asp?id=99683 .

Darden Restaurants, Inc., (NYSE: DRI), the world's largest full-service restaurant company, owns and operates more than 1,500 restaurants that generate approximately $6.3 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. In 2014, Darden was named to the FORTUNE "100 Best Companies to Work For" list for the fourth year in a row. 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

Forward-looking statements in this news release regarding our expected earnings per share and U.S. same-restaurant sales for the fiscal year, new restaurant growth and all other statements that are not historical facts, including without limitation statements concerning our future economic performance, plans or objectives, 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 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 (including all amendments to those reports). These risks and uncertainties include the ability to achieve the strategic plan to enhance shareholder value including realizing the expected benefits from the sale of Red Lobster, the occurrence of any event, change or other circumstances that could give rise to the termination of the agreement to sell Red Lobster, the outcome of any legal proceeding that may be instituted against Darden relating to the Red Lobster transaction or otherwise, the failure of the Red Lobster transaction to close for any reason including non-fulfillment of any conditions to close, the timing of the completion of the transaction, actions of activist investors and the cost and disruption of responding to those actions, 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 including health care reform, labor and insurance costs, technology failures, failure to execute a business continuity plan following a disaster, health concerns including virus outbreaks, intense competition, failure to drive sales growth, failure to successfully integrate the Yard House business and the additional indebtedness incurred to finance the Yard House acquisition, our plans to expand our smaller brands Bahama Breeze, Seasons 52 and Eddie V's, a lack of suitable new restaurant locations, higher-than-anticipated costs to open, close, relocate or remodel restaurants, a failure to execute innovative marketing tactics and increased advertising and marketing costs, 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, 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 unemployment and interest rates, disruptions in the financial markets, risks of doing business with franchisees and vendors in foreign markets, failure to protect our service marks or other intellectual property, impairment in the carrying value of our goodwill or other intangible assets, a failure of our internal controls over financial reporting, or changes in accounting standards, 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.

 

DARDEN RESTAURANTS, INC.
NUMBER OF COMPANY-OWNED RESTAURANTS






05/25/14




05/26/13

831



Olive Garden USA


822


6



Olive Garden Canada


6


837



Total Olive Garden


828


464



LongHorn Steakhouse


430


54



The Capital Grille


49


37



Bahama Breeze


33


38



Seasons 52


31


15



Eddie V's


12


52



Yard House


44


4



Other


6


1,501



Total Darden excl Red Lobster


1,433


679



Red Lobster USA


678


27



Red Lobster Canada


27


706



Total Red Lobster


705


2,207



Total Darden incl Red Lobster


2,138


 

DARDEN RESTAURANTS, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(In millions, except per share data)
(Unaudited)






Three Months Ended


Twelve Months Ended


5/25/2014


5/26/2013


5/25/2014


5/26/2013

Sales

$

1,650.1



$

1,592.4



$

6,285.6



$

5,921.0


Costs and expenses:












Cost of sales:












Food and beverage

505.5



466.0



1,892.2



1,743.6


Restaurant labor

525.6



512.1



2,017.6



1,892.6


Restaurant expenses

284.9



265.3



1,080.7



980.4


Total cost of sales (1)

$

1,316.0



$

1,243.4



$

4,990.5



$

4,616.6


Selling, general and administrative

171.5



160.2



663.5



625.4


Depreciation and amortization

78.3



72.5



304.4



278.3


Interest, net

35.6



33.2



134.3



126.0


Asset impairment, net

14.8





18.3



0.7


Total costs and expenses

$

1,616.2



$

1,509.3



$

6,111.0



$

5,647.0


Earnings before income taxes

33.9



83.1



174.6



274.0


Income taxes

(14.5)



4.6



(8.6)



36.7


Earnings from continuing operations

$

48.4



$

78.5



$

183.2



$

237.3


Earnings from discontinued operations, net of tax expense of

     $9.8, $21.6, $32.3 and $72.7, respectively

38.1



54.7



103.0



174.6


Net earnings

$

86.5



$

133.2



$

286.2



$

411.9


Basic net earnings per share:












Earnings from continuing operations

$

0.37



$

0.60



$

1.40



$

1.84


Earnings from discontinued operations

0.29



0.43



0.78



1.35


Net earnings

$

0.66



$

1.03



$

2.18



$

3.19


Diluted net earnings per share:












Earnings from continuing operations

$

0.36



$

0.59



$

1.38



$

1.80


Earnings from discontinued operations

0.29



0.42



0.77



1.33


Net earnings

$

0.65



$

1.01



$

2.15



$

3.13


Average number of common shares outstanding:












Basic

131.9



129.8



131.0



129.0


Diluted

133.8



132.2



133.2



131.6














(1) Excludes restaurant depreciation and amortization as follows:

$

72.5



$

67.0



$

282.3



$

257.5


 

DARDEN RESTAURANTS, INC.
CONSOLIDATED BALANCE SHEETS
(In millions)






5/25/2014


5/26/2013


(Unaudited)




ASSETS






Current assets:






Cash and cash equivalents

$

98.3



$

88.2


Receivables, net

83.8



85.4


Inventories

196.8



356.9


Prepaid income taxes

10.9



6.4


Prepaid expenses and other current assets

72.3



83.4


Deferred income taxes

124.0



144.6


Assets held for sale

1,390.3




Total current assets

$

1,976.4



$

764.9


Land, buildings and equipment, net

3,381.0



4,391.1


Goodwill

872.5



908.3


Trademarks

574.6



573.8


Other assets

296.2



298.8


Total assets

$

7,100.7



$

6,936.9


LIABILITIES AND STOCKHOLDERS' EQUITY






Current liabilities:






Accounts payable

$

233.1



$

296.5


Short-term debt

207.6



164.5


Accrued payroll

125.7



150.5


Accrued income taxes



16.5


Other accrued taxes

64.5



67.6


Unearned revenues

299.7



270.5


Current portion of long-term debt

15.0




Other current liabilities

457.4



450.3


Liabilities associated with assets held for sale

215.5




Total current liabilities

$

1,618.5



$

1,416.4


Long-term debt, less current portion

2,481.4



2,496.2


Deferred income taxes

286.1



356.4


Deferred rent

206.2



230.5


Obligations under capital leases, net of current installments

52.0



52.5


Other liabilities

299.6



325.4


Total liabilities

$

4,943.8



$

4,877.4


Stockholders' equity:






Common stock and surplus

$

1,302.2



$

1,207.6


Retained earnings

995.8



998.9


Treasury stock

(7.8)



(8.1)


Accumulated other comprehensive income (loss)

(128.1)



(132.8)


Unearned compensation

(5.2)



(6.1)


Total stockholders' equity

$

2,156.9



$

2,059.5


Total liabilities and stockholders' equity

$

7,100.7



$

6,936.9


 

DARDEN RESTAURANTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)




Twelve Months Ended


5/25/2014


5/26/2013

Cash flows—operating activities






Net earnings

$

286.2



$

411.9


Earnings from discontinued operations, net of tax

(103.0)



(174.6)


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






Depreciation and amortization

304.4



278.3


Stock-based compensation expense

46.8



49.3


Change in current assets and liabilities and other, net

49.0



38.8


Net cash provided by operating activities of continuing operations

$

583.4



$

603.7


Cash flows—investing activities






Purchases of land, buildings and equipment

(414.8)



(510.1)


Proceeds from disposal of land, buildings and equipment

4.4



0.3


Cash used in business acquisitions, net of cash acquired



(577.4)


Increase in other assets

(25.9)



(27.4)


Net cash used in investing activities of continuing operations

$

(436.3)



$

(1,114.6)


Cash flows—financing activities






Proceeds from issuance of common stock

58.1



64.4


Income tax benefits credited to equity

10.9



13.6


Dividends paid

(288.3)



(258.2)


Repurchases of common stock

(0.5)



(52.4)


ESOP note receivable repayment

0.9



1.1


Proceeds from issuance of short-term debt, net

43.1



(98.1)


Repayment of long-term debt



(355.9)


Proceeds from issuance of long-term debt



1,050.0


Payment of debt issuance costs

(1.4)



(7.4)


Principal payments on capital leases

(2.0)



(1.7)


Net cash (used in) provided by financing activities of continuing operations

$

(179.2)



$

355.4


Cash flows—discontinued operations






Net cash provided by operating activities of discontinued operations

186.7



345.6


Net cash used in investing activities of discontinued operations

(144.5)



(172.4)


Net cash provided by discontinued operations

$

42.2



$

173.2








Increase in cash and cash equivalents

10.1



17.7


Cash and cash equivalents - beginning of period

88.2



70.5


Cash and cash equivalents - end of period

$

98.3



$

88.2


 

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SOURCE Darden Restaurants, Inc.: Financial

(Analysts) Matthew Stroud, (407) 245-5288; (Media) Bob McAdam, (407) 245-5366
Thu, 19 Jun 2014 16:58:00 -0400

ORLANDO, Fla., June 19, 2014 /PRNewswire/ -- Darden Restaurants, Inc., Orlando, FL, (DRI) will host its Fiscal 2014 Fourth Quarter conference call on Friday, June 20, 2014 at 8:30 am ET.  The conference call will be broadcast live over the Internet.  Clarence Otis, Chairman & CEO, and other senior management invite you to listen to a discussion of third quarter results. The subjects to be covered may also include forward-looking information, such as the outlook for the current month or quarter, and the company's previously-announced earnings guidance.  Questions may be posed to management by participants on the call and in response the company may disclose additional material information.

A copy of our press release announcing our earnings, the Form 8-K used to file the release with the Securities and Exchange Commission, and any other financial and statistical information about the period covered in the conference call, including any information required by Regulation G, will be available under the heading "Investor Relations" on our website at www.darden.com.

To listen to the call live, please go to the following website at least fifteen minutes early to register, download, and install any necessary audio software.  For those who cannot listen to the live broadcast, a replay will be available shortly after the call.

What:              

Darden Restaurants, Inc. FY14 Fourth Quarter Earnings Conference Call

When:             

8:30 am ET, Friday, June 20, 2014

Where:                       

http://www.videonewswire.com/event.asp?id=99683

How:               

Live over the Internet – Simply log on to the web at the address above

Darden Restaurants, Inc., (NYSE: DRI), the world's largest full-service restaurant company, owns and operates more than 2,100 restaurants that generate over $8.5 billion in annual sales. Headquartered in Orlando, Fla., and employing more than 200,000 people, Darden is recognized for a culture that rewards caring for and responding to people. In 2013, Darden was named to the FORTUNE "100 Best Companies to Work For" list for the third year in a row and is the only full-service restaurant company to ever appear on the list. Our restaurant brands – Red Lobster, 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.: Financial

(Analysts) Matthew Stroud (407) 245-5288, (Media) Rich Jeffers (407) 245-4189
Thu, 22 May 2014 09:39:00 -0400

ORLANDO, Fla., May 22, 2014 /PRNewswire/ -- Darden Restaurants, Inc. (NYSE: DRI) today stated that Starboard Value LP and its affiliates ("Starboard") has provided notice of its intent to nominate 12 candidates to stand for election to Darden's Board of Directors at the Company's 2014 Annual Meeting of Shareholders.

Darden issued the following statement:

Darden's Board of Directors and management team are focused on creating value for all Darden shareholders, and we are confident in the actions the Company is taking to deliver on this responsibility.  Starboard's assertions continue to be based on incorrect and unrealistic analysis, which results in misleading conclusions regarding the value associated with the sale of the Red Lobster business.

Over the past months, we have had extensive conversations with our shareholders about Darden and the Company's strategic direction.  The recently signed agreement to sell the Red Lobster business and the actions underway to reinvigorate restaurant performance, reduce costs and ensure a sound financial foundation to support Darden's dividend reflect the input we have received from shareholders.  These initiatives also reflect a review of operational, strategic and financial alternatives available.  This review included advice from legal counsel and significant analysis provided by two separate financial advisors – Goldman, Sachs & Co. and Morgan Stanley.  In conducting this review, the Board has been open-minded to the paths available for value creation, including those suggested by shareholders. 

Darden's Board is comprised of 12 highly qualified directors, 11 of whom are independent, including the Company's Lead Independent Director.  Four of Darden's independent directors have joined the Board in the last five years, and two new directors have been added in the last two years.

Darden's directors are proven leaders in their respective fields with experience and expertise relevant to the needs of the business and the Company's strategies, including experience:

  • Leading other global consumer and retail companies with skill sets in operations, food service and restaurants, hospitality, consumer marketing/brand building, supply chain and distribution management, and consumer packaged goods;
  • Optimizing asset portfolios through franchising, real estate development, and mergers and acquisitions, with many of Darden's independent directors directly overseeing or guiding the strategic direction of substantial real estate portfolios;
  • Ensuring robust corporate finance policies and strategies, including experience with financial controls, audit and accounting;
  • Serving as senior executive leaders at other publicly traded companies, including in the roles of Chairman, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, as well as serving in Board committee leadership roles and as individual directors; and
  • Developing strategies and policies in other key areas including technology, human resources, health care and corporate governance.

By attempting to replace all 12 members of the Board with its own preferred nominees, Starboard is seeking effective control of the Company – representation which is disproportionate to Starboard's recently acquired approximate 6.2% stake in Darden and which does not offer Darden shareholders a control premium for such change in control. 

The Darden Board of Directors and the Board's Nominating and Corporate Governance Committee will consider the Starboard nominations in due course.  The Company will present details regarding its recommended slate of director nominees in Darden's definitive proxy statement and other materials to be filed with the Securities and Exchange Commission with respect to the 2014 Annual Meeting, which has yet to be scheduled.  Darden shareholders are not required to take any action at this time, and the Company expects to continue its engagement with Darden shareholders. 

Goldman, Sachs & Co. is serving as Darden's financial advisor.  Morgan Stanley is serving as financial advisor, and Wachtell, Lipton, Rosen & Katz is serving as legal advisor to Darden's Board of Directors.

About Darden Restaurants

Darden Restaurants, Inc., (NYSE: DRI), the world's largest full-service restaurant company, owns and operates more than 2,100 restaurants that generate over $8.5 billion in annual sales.  Headquartered in Orlando, Fla., and employing more than 200,000 people, Darden is recognized for a culture that rewards caring for and responding to people.  In 2014, Darden was named to the FORTUNE "100 Best Companies to Work For" list for the fourth year in a row.  Our restaurant brands – Red Lobster, 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 per share and U.S. same-restaurant sales for the fiscal year, new restaurant growth and all other statements that are not historical facts, including without limitation statements concerning our future economic performance, plans or objectives and expectations regarding the sale of Red Lobster, benefits to Darden and its shareholders from such sale and related matters, 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 made, and we undertake no obligation to update such statements to reflect events or circumstances arising after such date except as required by law. 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 (including all amendments to those reports). These risks and uncertainties include the ability to achieve Darden's strategic plan to enhance shareholder value including realizing the expected benefits from the sale of Red Lobster, the occurrence of any event, change or other circumstances that could give rise to the termination of the agreement to sell Red Lobster, the outcome of any legal proceeding that may be instituted against Darden relating to the Red Lobster transaction or otherwise, the failure of the Red Lobster transaction to close for any reason including non-fulfillment of any conditions to close, the timing of the completion of the transaction, actions of activist investors and the cost and disruption of responding to those actions, 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 including health care reform, labor and insurance costs, technology failures, failure to execute a business continuity plan following a disaster, health concerns including virus outbreaks, intense competition, failure to drive sales growth, failure to successfully integrate the Yard House business and the additional indebtedness incurred to finance the Yard House acquisition, our plans to expand our smaller brands Bahama Breeze, Seasons 52 and Eddie V's, a lack of suitable new restaurant locations, higher-than-anticipated costs to open, close, relocate or remodel restaurants, a failure to execute innovative marketing tactics and increased advertising and marketing costs, 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, 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 unemployment and interest rates, disruptions in the financial markets, risks of doing business with franchisees and vendors in foreign markets, failure to protect our service marks or other intellectual property, impairment in the carrying value of our goodwill or other intangible assets, a failure of our internal controls over financial reporting, or changes in accounting standards, 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.

Important Additional Information
The Company, its directors and certain of its executive officers are participants in the solicitation of proxies from stockholders in connection with the upcoming annual meeting of the Company's stockholders.  In connection with the annual meeting, the Company intends to file a preliminary proxy statement and proxy card with the U.S. Securities and Exchange Commission (the "SEC") in connection with any such solicitation of proxies from the Company's stockholders.  Information regarding the names and interests of such participants is set forth in the Company's revocation solicitation statement, filed with the SEC on April 1, 2014 and will also be included in the proxy statement concerning the annual meeting.  These documents are available free of charge at the SEC's website at www.sec.gov.

The Company will be mailing a definitive proxy statement and proxy card to each stockholder entitled to vote at the annual meeting.  WE URGE INVESTORS TO READ ANY PROXY STATEMENT (INCLUDING ANY SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY MAY FILE WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  Stockholders will be able to obtain, free of charge, copies of any proxy statement and any other documents filed by the Company with the SEC in connection with the possible proxy solicitation at the SEC's website at www.sec.gov.  In addition, copies will also be available at no charge at the Investors section of the Company's website at http://investor.darden.com/investors/investor-relations/default.aspx.


NEWS/INFORMATION


Corporate Relations


P.O. Box 695011


Orlando, FL 32869-5011


Contacts:



(Analysts) Matthew Stroud

(407) 245-5288


(Media) Bob McAdam

(407) 245-5366

 

SOURCE Darden Restaurants, Inc.

Fri, 16 May 2014 08:00:00 -0400

Proceeds to Support Approximate $1.0 Billion Debt Reduction and New Share Repurchase Program of Up to $700 Million
Company to Maintain Current Dividend
Updates Operational Support and Cost Savings Initiatives

ORLANDO, Fla., May 16, 2014 /PRNewswire/ -- Darden Restaurants, Inc. (NYSE: DRI) today announced that it has entered into a definitive agreement to sell its Red Lobster business and certain other related assets and assumed liabilities to Golden Gate Capital for $2.1 billion in cash.   

Darden expects to receive net cash proceeds, after tax and transaction costs, of approximately $1.6 billion, of which approximately $1.0 billion will be used to retire outstanding debt.  The remaining net proceeds of approximately $500 million to $600 million will be deployed for a new share repurchase program of up to $700 million in fiscal 2015.  In addition to strengthening the Company's credit metrics, with the lower debt levels and reduced outstanding share count, Darden expects to maintain its current quarterly dividend of $0.55 per share, or $2.20 annually. 

The agreement announced today is the culmination of a robust process to maximize the value potential of a sale or spin-off of Red Lobster and its real estate assets.  As part of this process, the Company and its advisors directly contacted a broad universe of potential financial and strategic buyers to purchase the Red Lobster business.  In addition, a significant number of real estate buyers were also contacted to facilitate attractive sale-leaseback financing for the purchase of the Red Lobster business.

In reaching the conclusion that this agreement is in the best interest of all Darden's shareholders, the Darden Board considered, among other things, that:

  • The all cash consideration provides Darden with immediate and certain value to reduce debt and support its capital return initiatives, including maintaining the Company's dividend, which Darden shareholders have stated is a priority. In the past five fiscal years, Darden has returned nearly $2 billion to shareholders through share repurchases and dividends;
  • The purchase price is approximately 9x Red Lobster's earnings before interest, taxes, depreciation and amortization (EBITDA) for the twelve months ending April 27, 2014;
  • The transaction maximizes the value of the Red Lobster business, while eliminating the risks and uncertainties to Darden and Darden shareholders relating to Red Lobster's turnaround or to separately monetizing the Red Lobster real estate assets;
  • The Company explored numerous separation alternatives for Red Lobster and the value potential of each, including (i) a spin-off of the Red Lobster business, (ii) a sale of the Red Lobster business, (iii) a spin-off of the Red Lobster operating company and a separate sale of its real estate, (iv) retaining the Red Lobster operating company and separating its real estate, and (v) retaining both the Red Lobster operating company and its real estate. The Board concluded that the agreement with Golden Gate Capital is the superior value creating alternative;
  • The agreement is structured to minimize closing risk. Golden Gate Capital has obtained committed debt financing, has fully executed a separate sale-leaseback agreement, and its offer is subject to customary closing conditions and regulatory approvals; and
  • The separation of Red Lobster from Darden will better enable the management teams of each company to focus their exclusive attention on their distinct value creation opportunities.

Chuck Ledsinger, Lead Director of Darden's Board of Directors, said, "Today's announcement is the culmination of a highly competitive process designed to maximize the value of the Red Lobster business and better position Darden for success.  The structure of the agreement enables us to capture the value of Red Lobster and establish a market validated valuation of its real estate, while also enabling us to avoid the risks associated with continuing to operate the business in the current challenging environment.  As we move forward, we remain committed to building on Darden's leadership and will continue to focus on optimizing all of the Company's assets, including its real estate."   

Clarence Otis, Darden's Chairman and CEO, said, "Over the past months, we have had extensive conversations with our shareholders about Darden and the Company's strategic direction.  By enabling us to bolster the Company's financial foundation and increase our focus on the Olive Garden brand renaissance program, we believe this agreement addresses key issues that our shareholders have raised, including the need to preserve the Company's dividend and regain momentum at Olive Garden.  At the same time, it provides Red Lobster and its dedicated employees and leadership team with a partner who has a strong track record in the industry and is as equally dedicated to Red Lobster's success.  Our Board and management team are highly focused on enhancing shareholder value, and we believe this transaction is consistent with the efforts underway to deliver on this responsibility."

"Red Lobster is an exceptionally strong brand with an unparalleled market position in seafood casual dining," said Josh Olshansky, Managing Director at Golden Gate Capital.  "Red Lobster is exactly the type of company in which we seek to invest given its great brand profile and strong management team.  We see significant opportunities for future growth by partnering with Kim Lopdrup and the management team to support the long-term success of Red Lobster."

Operating Support and Direct Operating Costs

As part of its strategic action plan, Darden has significantly reduced operating support costs, which reflects previously announced savings of at least $60 million annually beginning in fiscal year 2015 and additional savings identified during its work to separate Red Lobster.  As a result, despite meaningfully lower total revenue following the sale of Red Lobster, Darden does not anticipate an increase in its general and administrative (G&A) expenses as a percentage of sales.  G&A expenses are expected to be 5.0% of sales in fiscal 2014 and to remain at that level in fiscal 2015, excluding costs associated with implementation of the Company's strategic action plan and lobster aquaculture research and development project. 

In addition, as previously announced, the Company has retained Alvarez & Marsal North America to assist with Darden's operating support cost optimization efforts.  Based on work to date, Darden is confident that it can achieve a significant reduction in annualized G&A expenses as a percentage of sales within 12 to 18 months of the closing of the Red Lobster sale (excluding the lobster aquaculture research and development costs).

Darden's work with Alvarez & Marsal is ongoing and is also focused on identifying opportunities for direct operating cost reductions and revenue enhancements. 

Closing

Darden expects the sale of the Red Lobster business, which was unanimously approved by Darden's Board of Directors, to close in the first fiscal quarter of 2015.

The deal is subject to customary closing conditions and regulatory approvals and is not subject to a shareholder approval condition or a financing condition.  Golden Gate Capital has obtained committed debt financing from Deutsche Bank AG, Jefferies and GE Capital, and has fully executed a separate $1.5 billion sale-leaseback agreement with American Realty Capital Properties, Inc., the proceeds of which will be used to support the financing of Golden Gate Capital's purchase of Red Lobster.

Special Meeting

Although the closing of this transaction is not contingent on the results of a Special Meeting, the Company intends to file a preliminary proxy statement later this month with the Securities and Exchange Commission with respect to the requested Special Meeting of Shareholders and to convene a Special Meeting as promptly as practicable.

Advisors

Goldman, Sachs & Co. is serving as Darden's exclusive financial advisor on the sale of Red Lobster and also as financial advisor to Darden's Board of Directors.  Latham & Watkins is serving as its legal counsel to Darden on the transaction.  Morgan Stanley is serving as financial advisor working exclusively at the direction of Darden's Board of Directors, and Wachtell, Lipton, Rosen & Katz is serving as legal advisor to Darden's Board of Directors.  

Deutsche Bank Securities Inc. and Jefferies LLC are serving as financial advisors to Golden Gate Capital in connection with the transaction.  Deutsche Bank Securities Inc., GE Capital, and Jefferies Finance LLC are providing debt commitments for the acquisition.

Slide Presentation

Darden has published a slide presentation in connection with today's announcement.  A copy of the slides can be accessed at www.darden.com and clicking on the "Investors" tab.

About Golden Gate Capital

Golden Gate Capital is a San Francisco-based private equity investment firm with over $12 billion of capital under management. The principals of Golden Gate have a long and successful history of investing across a wide range of industries and transaction types, including going-privates, corporate divestitures, and recapitalizations, as well as debt and public equity investments. Golden Gate is one of the most active investors in multi-unit consumer companies with leading brands. Representative investments include California Pizza Kitchen, Payless ShoeSource, Eddie Bauer, Express, Zales, J.Jill and Pacific Sunwear. For additional information, visit www.goldengatecap.com.

About Darden

Darden Restaurants, Inc., (NYSE: DRI), the world's largest full-service restaurant company, owns and operates more than 2,100 restaurants that generate over $8.5 billion in annual sales.  Headquartered in Orlando, Fla., and employing more than 200,000 people, Darden is recognized for a culture that rewards caring for and responding to people.  In 2014, Darden was named to the FORTUNE "100 Best Companies to Work For" list for the fourth year in a row.  Our restaurant brands – Red Lobster, 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 per share and U.S. same-restaurant sales for the fiscal year, new restaurant growth and all other statements that are not historical facts, including without limitation statements concerning our future economic performance, plans or objectives and expectations regarding the sale of Red Lobster, benefits to Darden and its shareholders from such sale and related matters, 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 made, and we undertake no obligation to update such statements to reflect events or circumstances arising after such date except as required by law. 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 (including all amendments to those reports). These risks and uncertainties include the ability to achieve Darden's strategic plan to enhance shareholder value including realizing the expected benefits from the sale of Red Lobster, the occurrence of any event, change or other circumstances that could give rise to the termination of the agreement to sell Red Lobster, the outcome of any legal proceeding that may be instituted against Darden relating to the Red Lobster transaction or otherwise, the failure of the Red Lobster transaction to close for any reason including non-fulfillment of any conditions to close, the timing of the completion of the transaction, actions of activist investors and the cost and disruption of responding to those actions, 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 including health care reform, labor and insurance costs, technology failures, failure to execute a business continuity plan following a disaster, health concerns including virus outbreaks, intense competition, failure to drive sales growth, failure to successfully integrate the Yard House business and the additional indebtedness incurred to finance the Yard House acquisition, our plans to expand our smaller brands Bahama Breeze, Seasons 52 and Eddie V's, a lack of suitable new restaurant locations, higher-than-anticipated costs to open, close, relocate or remodel restaurants, a failure to execute innovative marketing tactics and increased advertising and marketing costs, 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, 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 unemployment and interest rates, disruptions in the financial markets, risks of doing business with franchisees and vendors in foreign markets, failure to protect our service marks or other intellectual property, impairment in the carrying value of our goodwill or other intangible assets, a failure of our internal controls over financial reporting, or changes in accounting standards, 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.

Important Additional Information

The Company, its directors and certain of its executive officers are participants in the solicitation of proxies from stockholders in connection with the upcoming special meeting of the Company's stockholders.  In connection with the special meeting, the Company intends to file a preliminary proxy statement and proxy card with the U.S. Securities and Exchange Commission (the "SEC") in connection with any such solicitation of proxies from the Company's stockholders.  Information regarding the names and interests of such participants is set forth in the Company's revocation solicitation statement, filed with the SEC on April 1, 2014 and will also be included in the proxy statement concerning the special meeting.  These documents are available free of charge at the SEC's website at www.sec.gov.

The Company will be mailing a definitive proxy statement and proxy card to each stockholder entitled to vote at the special meeting.  WE URGE INVESTORS TO READ ANY PROXY STATEMENT (INCLUDING ANY SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY MAY FILE WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  Stockholders will be able to obtain, free of charge, copies of any proxy statement and any other documents filed by the Company with the SEC in connection with the possible proxy solicitation at the SEC's website at www.sec.gov.  In addition, copies will also be available at no charge at the Investors section of the Company's website at http://investor.darden.com/investors/investor-relations/default.aspx.


 

 

SOURCE Darden Restaurants, Inc.: Financial

Darden Contacts: (Analysts) Matthew Stroud, (407) 245-5288, (Media) Bob McAdam, (407) 245-5366; Golden Gate Capital Contacts: Nathaniel Garnick, (212) 687-8080, Jenny Gore, (415) 618-8750
Tue, 06 May 2014 17:59:00 -0400

Darden Shareholders Not Required to Take Action at this Time

ORLANDO, Fla., May 6, 2014 /PRNewswire/ -- Darden Restaurants, Inc. (NYSE: DRI) announced today that IVS Associates, Inc., an independent inspector, has completed its review and certified the written consents delivered by Starboard Value LP and its affiliates ("Starboard") in connection with Starboard's request for a Special Meeting of Darden shareholders.  At the Special Meeting, Starboard has indicated it intends to submit to shareholders a non-binding proposal urging the Board not to approve any agreement or proposed transaction involving a separation or spin-off of the Company's Red Lobster business prior to the 2014 Annual Meeting unless such agreement or transaction would require shareholder approval.

Darden will announce additional details regarding the Special Meeting as appropriate.  Darden shareholders are not required to take any action at this time.

The Company stated:

Over the past months, members of Darden's Board and management team have been engaging in extensive discussion with shareholders and the investment community.  In the course of these conversations, shareholders have told us that while they may support the calling of a Special Meeting, they have not decided on how they will vote at the meeting itself.  These ongoing conversations are providing us with important insights regarding our shareholders' views about the Company and our strategic direction, and are enabling us to respond to questions in a nuanced manner. 

Given the value of this direct engagement, Darden expects to continue these conversations with shareholders.  We continue to believe that the plans we have announced, including pursuing parallel paths for the separation of Red Lobster through a sale or spin-off of the business, best position the Company for long-term value creation and are in the best interest of Darden shareholders.

About Darden
Darden Restaurants, Inc., (NYSE: DRI), the world's largest full-service restaurant company, owns and operates more than 2,100 restaurants that generate over $8.5 billion in annual sales.  Headquartered in Orlando, Fla., and employing more than 200,000 people, Darden is recognized for a culture that rewards caring for and responding to people.  In 2014, Darden was named to the FORTUNE "100 Best Companies to Work For" list for the fourth year in a row.  Our restaurant brands – Red Lobster, 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.

Contacts:


(Analysts) Matthew Stroud

(407) 245-5288

(Media) Bob McAdam

(407) 245-5366

SOURCE Darden Restaurants, Inc.

Thu, 24 Apr 2014 08:24:00 -0400

Restaurant Invites Families to Participate in Important Day & Enjoy a Special Offer

WHO: Olive Garden encourages families to share lunch or dinner together for Take Our Daughters and Sons to Work Day.

WHAT: Guests will receive one free children's menu item (children under 12) for every adult entree purchased with the coupon available at OliveGarden.com/Coupon.

WHEN/WHERE: Thursday, April 24, 2014 – Take Our Daughters and Sons to Work Day

To find the nearest Olive Garden restaurant, visit OliveGarden.com.

WHY: Olive Garden supports the Take Our Daughters and Sons to Work Foundation's mission to show children the value of their education, help them discover a balanced work and family life, and provide them an opportunity to envision the future and achieve success. This year marks the 21st anniversary of the holiday, which has grown to more than 37 million youth and adults participating at more than 3.5 million workplaces. Last year, more than 7,000 Take Our Daughters and Sons to Work Day participants visited Olive Garden restaurants.

ADDITIONAL INFORMATION:

ABOUT OLIVE GARDEN:

Olive Garden is the leading restaurant in the Italian dining segment with more than 800 restaurants, more than 96,000 employees and more than $3.6 billion in annual sales. Olive Garden is a division of Darden Restaurants, Inc., (NYSE: DRI), which owns and operates more than 2,100 restaurants that generate over $8.5 billion in annual sales.  Headquartered in Orlando, Fla., and employing more than 200,000 people, Darden is recognized for a culture that rewards caring for and responding to people.  In 2014, Darden was named to the FORTUNE "100 Best Companies to Work For" list for the fourth year in a row.  Our restaurant brands – Red Lobster, 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.

ABOUT THE TAKE OUR DAUGHTERS AND SONS TO WORK FOUNDATION:
Take Our Daughters and Sons to Work Day is celebrated in every state and in countries on every continent, spreading very quickly throughout Africa, where girls' rights are not well respected, so many women's groups are anxious to support daughters being taken to workplaces to observe various types of jobs and the education needed for employment. Take Our Daughters and Sons to Work Foundation also is beginning programs dealing with bullying. Find out more about us at www.DaughtersAndSonsToWork.org. Connect with us at Facebook.com/DaughtersAndSonsToWork.

Photo - http://photos.prnewswire.com/prnh/20140421/76937

Logo - http://photos.prnewswire.com/prnh/20131101/FL08806LOGO-b 

Contact:


Priscilla Zuchowski 

Tara Gray

Priscilla.Zuchowski@edelman.com

TGray@darden.com

312-552-1133

407-245-5642

/PRNewswire -- April 24, 2014/

SOURCE Darden Restaurants, Inc.: General