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

  Darden Announces Pricing for its 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., July 14, 2014

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                                                                      Fixed
Securities Principal    Acceptance              Reference Bloomberg Reference Spread  Tender Total
and        Amount       Priority   Tender Cap   Treasury  Reference Yield     (basis  Offer  Consideration
CUSIP      Outstanding  Level                   Security  Page(1)             points) Yield  (2)(3)
Numbers
4.50%
Senior
Notes due                                       2.50% due
2021       $400,000,000 1          $300,000,000 5/15/24   PX1       2.549%    105     3.599% $1,056.73

(CUSIP No.
237194AJ4)
3.350%
Senior
Notes due                                       2.50% due
2022       $450,000,000 2          $300,000,000 5/15/24   PX1       2.549%    80      3.349% $1,000.04

(CUSIP No.
237194AK1)
6.000%
Senior
Notes due                                       3.625%
2035       $150,000,000 3          N/A          due       PX1       3.359%    180     5.159% $1,107.18
                                                2/15/44
(CUSIP No.
237194AE5)
6.200%
Senior
Notes due                                       0.625%
2017       $500,000,000 4          N/A          due       PX5       1.072%    25      1.322% $1,152.84
                                                9/30/17
(CUSIP No.
237194AG0)
       The applicable page on Bloomberg from which the Lead Dealer
  (1)  Managers (identified below) have quoted the bid-side prices
       of the applicable Reference Treasury Securities (defined
       below).
       Per $1,000 principal amount of Notes tendered and accepted
  (2)  for purchase. Holders will also receive accrued interest on
       Notes accepted for purchase up to, but excluding, the
       Settlement Date (defined below).
       The Total Consideration for all series of Notes, based on
       the Reference Yield (defined below) of the Reference
  (3)  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

Website: http://www.darden.com
Contact: (Analysts) Matthew Stroud, (407) 245-5288; or (Media) Rich Jeffers,
(407) 245-4189
 
Press spacebar to pause and continue. Press esc to stop.