Darden Announces Early Tender Results for Cash Tender Offer, Increase to Maximum Amount and Elimination of Tender Caps

   Darden Announces Early Tender Results for Cash Tender Offer, Increase to
                Maximum Amount and Elimination of Tender Caps

PR Newswire

ORLANDO, Fla., July 15, 2014

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not validly withdrawn in the Offers as of the Early Tender Date are outlined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    Principal    Acceptance        Aggregate    Percent of
and                    Amount       Priority   Tender Principal   Amount
CUSIP Numbers          Outstanding  Level      Cap    Amount       Outstanding
                                                      Tendered     Tendered
4.50% Senior Notes due
2021                   $400,000,000 1          N/A    $272,541,000 68.14%

(CUSIP No. 237194AJ4)
3.350% Senior Notes
due 2022               $450,000,000 2          N/A    $378,983,000 84.22%

(CUSIP No. 237194AK1)
6.000% Senior Notes
due 2035               $150,000,000 3          N/A    $115,327,000 76.88%

(CUSIP No. 237194AE5)
6.200% Senior Notes
due 2017               $500,000,000 4          N/A    $218,311,000 43.66%

(CUSIP No. 237194AG0)

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tendered and not withdrawn in the Offers exceeds the Maximum Amount, it is not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 7⅛% Debentures due 2016.Any such redemption, if instituted, would
be made in accordance with the indenture governing the 7⅛% 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

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