Darden Announces Cash Tender Offer for up to $600,000,000 Aggregate Principal Amount of its 4.50% Senior Notes due 2021, 3.350%

Darden Announces Cash Tender Offer for up to $600,000,000 Aggregate Principal
   Amount of its 4.50% Senior Notes due 2021, 3.350% Senior Notes due 2022,
        6.000% Senior Notes due 2035 and 6.200% Senior Notes due 2017

PR Newswire

ORLANDO, Fla., June 30, 2014

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                                                            Fixed   Hypothetical  Early   Hypothetical
Securities Principal    Acceptance              Reference Bloomberg Spread  Tender Offer  Tender  Total
and        Amount       Priority   Tender Cap   Treasury  Reference (basis  Consideration Payment Consideration
CUSIP      Outstanding  Level                   Security  Page(1)   points) (2)(3)        (4)     (2)(3)
Numbers
4.50%
Senior
Notes due                                       2.50% due
2021       $400,000,000 1          $300,000,000 5/15/24   PX1       105     $1,027.97     $30.00  $1,057.97

(CUSIP No.
237194AJ4)
3.350%
Senior
Notes due                                       2.50% due
2022       $450,000,000 2          $300,000,000 5/15/24   PX1       80      $971.40       $30.00  $1,001.40

(CUSIP No.
237194AK1)
6.000%
Senior
Notes due                                       3.625%
2035       $150,000,000 3          N/A          due       PX1       180     $1,078.27     $30.00  $1,108.27
                                                2/15/44
(CUSIP No.
237194AE5)
6.200%
Senior
Notes due                                       0.625%
2017       $500,000,000 4          N/A          due       PX5       25      $1,124.38     $30.00  $1,154.38
                                                9/30/17
(CUSIP No.
237194AG0)

     The applicable page on Bloomberg from which the Lead Dealer Managers
 (1) (identified below) will quote the bid-side prices of the applicable
     Reference Treasury Securities (defined below).
     Per $1,000 principal amount of Notes tendered and accepted for purchase.
 (2) Holders will also receive accrued interest on Notes accepted for purchase
     up to, but excluding, the Settlement Date (defined below).
     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)
 (3) 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

Website: http://www.darden.com
Contact: (Analysts) Matthew Stroud, (407) 245-6458; or (Media) Rich Jeffers,
(407) 245-4189
 
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