ORLANDO, Fla., Feb. 12, 2018 /PRNewswire/ -- Darden
Restaurants, Inc. (NYSE: DRI) today announced the early tender
results as of 5:00 p.m., New York City time, on February 9, 2018 (the "Extended Early Tender
Date") for its previously announced cash tender offers (each, an
"Offer" and collectively, the "Offers") to purchase any and all of
its outstanding 6.000% Senior Notes due 2035 (the "2035 Notes") and
6.800% Senior Notes due 2037 (the "2037 Notes" and, together with
the 2035 Notes, the "Notes").
In conjunction with the Offers, Darden also announced the
results as of the Extended Early Tender Date for its previously
announced solicitations (each, a "Consent Solicitation" and
collectively, the "Consent Solicitations") of consents (the
"Consents") to amend certain provisions of the indenture under
which the Notes were issued (the "Proposed Amendments"). The Offers
and the Consent Solicitations are being made upon the terms and
subject to the conditions set forth in its Offer to Purchase and
Consent Solicitation Statement, dated January 24, 2018 (the "Offer to Purchase"), and
the related Consent and Letter of Transmittal.
The principal amount of each series of Notes that was validly
tendered (with Consents validly delivered) at or prior to the
Extended Early Tender Date and not validly withdrawn (or Consents
revoked) is set forth in the column entitled "Aggregate Principal
Amount Tendered" in the table below. The consideration being
offered for such Notes accepted for purchase in the Offers is also
set forth below:
Title of
Securities and
CUSIP Numbers
|
Principal
Amount
Outstanding
|
Aggregate
Principal
Amount
Tendered
|
Percent of
Amount
Outstanding
Tendered
|
Total
Consideration(1)(2)
|
6.000% Senior Notes
due 2035
(CUSIP No. 237194AE5)
|
$150,000,000
|
$53,176,000
|
35.45%
|
$1,207.13
|
6.800% Senior Notes
due 2037
(CUSIP No. 237194AH8)
|
$300,000,000
|
$257,234,000
|
85.74%
|
$1,336.99
|
|
|
|
|
|
(1) 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 Final Settlement
Date (defined below).
|
(2) The Total Consideration for both
series of Notes, as determined by the Dealer Manager (which was
determined in the manner described in the Offer to Purchase) as of
11:00 a.m., New York City time, on February 6, 2018, includes the
Early Tender Payment (defined below).
|
Holders who validly tendered and did not validly withdraw their
Notes accepted for purchase, and who validly delivered and did not
validly revoke their Consents at or prior to the Extended Early
Tender Date will receive the applicable Total Consideration (which
was determined in the manner described in the Offer to Purchase),
which includes an early tender payment of $50.00 per $1,000
principal amount of the Notes accepted for purchase (the "Early
Tender Payment"). Holders who validly tender and do not validly
withdraw their Notes accepted for purchase, and who validly deliver
and do not validly revoke their Consents after the Extended Early
Tender Date and at or before the Expiration Date (as defined below)
will receive only the applicable Tender Offer Consideration per
$1,000 principal amount of Notes,
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 not including, the Final Settlement
Date (defined below).
Darden will purchase any Notes that have been validly tendered
(with Consents that have been validly delivered) and not validly
withdrawn (or Consents revoked) at or prior to the Expiration Date,
subject to all conditions to the Offers and the Consent
Solicitations having been satisfied or waived by Darden, on a date
following the Expiration Date (the "Final Settlement Date"). The
Final Settlement Date is expected to occur on February 22, 2018.
Notes tendered and Consents delivered may no longer be withdrawn
or revoked, unless otherwise required by law.
Any Holder who tenders Notes pursuant to the Offers must also
deliver a Consent pursuant to the related Consent Solicitation.
Holders who validly tender their Notes pursuant to the Offers will
be deemed to have delivered their Consents by virtue of such
tender. Holders may not deliver Consents without also tendering
their Notes.
In addition, the requisite consents to effect the Proposed
Amendments for the 2037 Notes, as described in the Offer to
Purchase, have been received. Accordingly, Darden expects to
execute and deliver a supplemental indenture to the indenture
governing the 2037 Notes, to amend certain provisions that would,
among other things, (i) eliminate substantially all of the
restrictive covenants and events of default, (ii) modify notice
requirements for redemption and (iii) modify certain other
provisions with respect to the 2037 Notes.
The Offers will expire at 11:59
p.m., New York City time,
on February 21, 2018 (the "Expiration
Date"), unless extended or earlier terminated. No tenders of Notes
or delivery of Consents submitted after the Expiration Date will be
valid. Darden reserves the right to terminate, withdraw or amend
the Offers at any time subject to applicable law.
The obligation to accept for purchase, and to pay for, Notes
validly tendered and not withdrawn (with Consents validly delivered
and not revoked) pursuant to the Offers and the Consent
Solicitations is subject to the satisfaction or waiver of the
conditions to the Offers, including a financing condition and
certain other general conditions described in the Offer to
Purchase.
No Offer is conditioned on any minimum amount of Notes being
tendered, the consummation of the other Offer in respect of the
other Series of Notes or obtaining any requisite consent as it
relates to the related Consent Solicitation.
The complete terms and conditions of the Offers are set forth in
the related Offer to Purchase and the Consent and Letter of
Transmittal. 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 Consent and Letter of Transmittal. This press
release does not constitute an offer to purchase securities, a
solicitation of an offer to sell any securities or a solicitation
of consents to amend the related indenture. No offer, solicitation,
purchase or sale will be made in any jurisdiction in which such
offer, solicitation, purchase or sale 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 Manager, the Solicitation Agent, the
Information Agent, the Tender Agent or the Trustee is making any
recommendation as to whether holders of the Notes should tender
their Notes in response to the Offers or deliver their Consents in
response to the Consent Solicitations.
BofA Merrill Lynch is the Sole Dealer Manager for the Offers and
the Sole Solicitation Agent for the Consent Solicitations. The
Information Agent and Tender Agent is D.F. King & Co., Inc.
Copies of the Offer to Purchase, Letter of Transmittal and related
offering materials are available by contacting D.F. King & Co.,
Inc. at (877) 283-0319 (toll-free), (212) 269-5550 (for banks and
brokers) or dri@dfking.com. Questions regarding the Offers or the
Consent Solicitations may be directed to BofA Merrill Lynch,
Liability Management Group, at (980) 683-3215 (collect) or (888)
292-0070 (toll-free).
About Darden
Darden is a restaurant company featuring a portfolio of
differentiated brands that include Olive Garden, LongHorn
Steakhouse, Cheddar's Scratch Kitchen, Yard House, The Capital
Grille, Seasons 52, Bahama Breeze
and Eddie V's. Our people equal our success, and we are proud to
employ more than 175,000 team members in over 1,700 restaurants.
Together, we create memorable experiences for 380 million guests
each year in communities across North America. For more
information, please visit www.darden.com.
Information About Forward-Looking Statements
Forward-looking statements in this communication are made under
the Safe Harbor provisions of the Private Securities Litigation
Reform Act of 1995. Any forward-looking statements speak only as of
the date on which such statements are first made, and we undertake
no obligation to update such statements to reflect events or
circumstances arising after such date. We wish to caution investors
not to place undue reliance on any such forward-looking statements.
By their nature, forward-looking statements involve risks and
uncertainties that could cause actual results to materially differ
from those anticipated in the statements. The most significant of
these uncertainties are described in Darden's Form 10-K, Form 10-Q
and Form 8-K reports. These risks and uncertainties include the
ability to successfully integrate Cheddar's Scratch Kitchen
operations into our business, technology failures including failure
to maintain a secure cyber network, food safety and food-borne
illness concerns, litigation, unfavorable publicity, risks relating
to potential changes in interpretations of or issuance of new
regulations pursuant to federal tax legislation enacted in
December 2017, risks relating to
public policy changes and federal, state and local regulation of
our business, long-term and non-cancelable property leases, labor
and insurance costs, failure to execute a business continuity plan
following a disaster, health concerns including food-related
pandemics or virus outbreaks, intense competition, failure to drive
profitable sales growth, a lack of availability of suitable
locations for new restaurants, higher-than-anticipated costs to
open, close, relocate or remodel restaurants, an inability or
failure to manage the accelerated impact of social media, a failure
to execute innovative marketing tactics, a failure to develop and
recruit effective leaders, a failure to address cost pressures,
shortages or interruptions in the delivery of food and other
products and services, adverse weather conditions and natural
disasters, volatility in the market value of derivatives, economic
factors specific to the restaurant industry and general
macroeconomic factors including interest rates, disruptions in the
financial markets, risks of doing business with franchisees,
licensees and vendors in foreign markets, failure to protect our
intellectual property, impairment in the carrying value of our
goodwill or other intangible assets, failure of our internal
controls over financial reporting and other factors and
uncertainties discussed from time to time in reports filed by
Darden with the Securities and Exchange Commission.
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SOURCE Darden Restaurants, Inc.: Financial