DARDEN RESTAURANTS INC (Form: 8-K, Received: 02/22/2018 08:04:14)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report: February 20, 2018

(Date of earliest event reported)

DARDEN RESTAURANTS, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 1-13666




Florida		59-3305930
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

1000 Darden Center Drive, Orlando, Florida 32837

(Address of principal executive offices, including zip code)

(407) 245-4000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨



Item 3.03	Material Modification to Rights of Security Holders.

Execution of Supplemental Indenture

On February 20, 2018, in connection with the previously announced cash tender offers (the “Tender Offers”) and related consent solicitations by Darden Restaurants, Inc. (the “Company”) for 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”), having received the necessary consents from holders of the 2037 Notes, the Company entered into a First Supplemental Indenture dated as of February 20, 2018 to the Indenture dated as of January 1, 1996, all between the Company and Wells Fargo Bank, National Association (as successor to Wells Fargo Bank Minnesota, National Association, formerly known as Norwest Bank Minnesota, National Association), as Trustee (the “First Supplemental Indenture”). Under the terms of the First Supplemental Indenture, the Indenture terms are amended and supplemented with respect to the 2037 Notes to, among other things, (i) eliminate certain 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 foregoing description of the First Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the First Supplemental Indenture, which is filed as Exhibit 4.1 hereto and incorporated herein by reference.



Item 8.01	Other Events.

Completion of the Tender Offer and Consent Solicitation

On February 22, 2018, the Company issued a press release announcing the final tender results for the Tender Offers and related consent solicitations for any and all of the 2035 Notes and the 2037 Notes. The press release, entitled “Darden Restaurants Announces Final Results for Cash Tender Offers and Consent Solicitations for its 6.000% Senior Notes due 2035 and 6.800% Senior Notes due 2037”, is attached as Exhibit 99.1 hereto and is incorporated herein by reference.



Item 9.01	Financial Statements and Exhibits.


(d)	Exhibits.



Exhibit Number		Description of Exhibit
4.1		First Supplemental Indenture dated as of February 20, 2018 to the Indenture dated as of January 1, 1996, all between the Company and Wells Fargo Bank, National Association (as successor to Wells Fargo Bank Minnesota, National Association, formerly known as Norwest Bank Minnesota, National Association), as Trustee.
99.1		Press Release of Darden Restaurants, Inc. dated February 22, 2018, entitled, “Darden Restaurants Announces Final Tender Results for Cash Tender Offers and Consent Solicitations for its 6.000% Senior Notes due 2035 and 6.800% Senior Notes due 2037.”

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



DARDEN RESTAURANTS, INC.

By:	/s/ Ricardo Cardenas
	Ricardo Cardenas
	Senior Vice President, Chief Financial Officer

Date: February 22, 2018

EXHIBIT 4.1

DARDEN RESTAURANTS, INC.,

as Company,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

FIRST SUPPLEMENTAL INDENTURE

Dated as of February 20, 2018

This FIRST SUPPLEMENTAL INDENTURE is dated as of February 20, 2018, between DARDEN RESTAURANTS, INC. (the “Company”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (as successor to Wells Fargo Bank Minnesota, National Association, formerly known as Norwest Bank Minnesota, National Association), as Trustee (the “Trustee”).

RECITALS

WHEREAS , the Company and the Trustee entered into an Indenture, dated as of January 1, 1996 (the “Indenture”), pursuant to which the Company issued $300,000,0000 in aggregate principal amount of the 6.800% Senior Notes due 2037 (the “Notes”) pursuant to an officers’ certificate and authentication order dated October 10, 2007 (the “Officers’ Certificate”);

WHEREAS , Section 902 of the Indenture provides that with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes of each series affected by such supplemental indenture, the Company and the Trustee may enter into an indenture or indentures supplemental to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any provisions of the Indenture or of modifying in any manner the rights of the Holders of Notes of such series under the Indenture, except in certain cases that do not apply;

WHEREAS , the Company and the Trustee desire to amend the Indenture and the Officers’ Certificate, which, pursuant to Section 301 of the Indenture, establishes the terms of certain series of the Notes, with the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Notes;

WHEREAS , the Company has made a tender offer to purchase for cash, upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated January 24, 2018 (the “Offer to Purchase”), the Notes (the “Offer”);

WHEREAS , in connection with the Offer, the Company has proposed certain amendments to the Indenture;

WHEREAS , the Holders of not less than a majority in aggregate principal amount of the Notes have consented to the proposed amendments described in the Offer to Purchase and this Supplemental Indenture pursuant to consent documents obtained prior to the execution hereof;

WHEREAS , the execution of this Supplemental Indenture will not result in a material modification of the Notes for purposes of the Foreign Account Tax Compliance Act;

WHEREAS , all things necessary to make this Supplemental Indenture when executed by the parties hereto a valid and binding agreement of and supplement to the Indenture have been done and performed;

WHEREAS , the foregoing recitals are made as statements of fact by the Company and not by the Trustee; and

NOW, THEREFORE , to comply with the provisions of the Indenture and in consideration of the above premises, the Company and the Trustee covenant and agree for the benefit of each other and for the equal and proportionate benefit of the respective Holders of the Notes as follows:

ARTICLE I

Section 1.1 Unless otherwise defined herein, capitalized terms used herein without definition have the respective meanings given to them in the Indenture.

Section 1.2 This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of the Indenture for any and all purposes and shall have effect, so far as practicable, as though all the provisions of the existing Indenture and this Supplemental Indenture were contained in one instrument. Every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

Section 1.3 This Supplemental Indenture shall modify the terms of the Notes and, for the avoidance of doubt, does not modify the terms of the other securities issued by the Company pursuant to the Indenture.

ARTICLE II

Section 2.1 Subject to Section 3.1 below and with respect to the Notes only:

(a) Sections 501(4), 501(5), 501(8), 704, 801, 1006, 1007, 1008 and 1009 of the Indenture are hereby deleted in their entirety and each of the foregoing is hereby replaced with the following text: “[Intentionally Omitted]”;

(b) Section 802 is hereby modified by deleting “in accordance with Section 801”;

(c) Section 1004 is hereby modified by restating such section in its entirety as follows: “The Company shall comply with Section 314(a)(4) of the Trust Indenture Act if required to do so pursuant to the Trust Indenture Act.”;

(d) Section 1104 is hereby modified by deleting “not less than 30” and replacing such deleted language with “not less than three Business Days”;

(e) The Indenture is hereby amended by deleting from the Indenture any definitions set forth in Article One for defined terms that are used solely in sections deleted by this Supplemental Indenture.

(f) The Indenture is hereby amended by deleting from the Indenture any section references to Sections 501(4), 501(5), 501(8), 704, 801, 1006, 1007, 1008 and 1009.

(g) All references in the Indenture to Sections 802, 1004 and 1104 shall mean references to such sections as amended by this Supplemental Indenture.

(h) Any of the terms or provisions present in the Indenture or the Notes that relate to any of the provisions of the Indenture amended by this Section 2.1 of this Supplemental Indenture shall also be amended so as to be consistent with the amendments made in this Supplemental Indenture.

Section 2.2 Subject to Section 3.1 below and with respect to the Notes only:

(a) Section A.(8) of the Officers’ Certificate is hereby modified by deleting such section except for the first paragraph thereof.

(b) All references in the Officers’ Certificate to Section A.(8) shall mean references to such section as amended by this Supplemental Indenture.

(c) Any of the terms or provisions present in the Officers’ Certificate or the Notes that relate to any of the provisions of the Officers’ Certificate as amended by this Section 2.2 of this Supplemental Indenture shall also be amended so as to be consistent with the amendments made in this Supplemental Indenture.

Section 2.3 Any failure by the Company to comply with the terms of any of the Sections of the Indenture deleted by this Supplemental Indenture (whether before or after the execution of this Supplemental Indenture) shall no longer constitute a default or an Event of Default under the Indenture and shall no longer have any other consequences under the Indenture, in each case with respect to the Notes only.

ARTICLE III

Section 3.1 The provisions of this Supplemental Indenture shall be effective upon execution and delivery of this instrument by the parties hereto; provided, that Section 2.1 and Section 2.2 of this Supplemental Indenture shall not become operative until the Company accepts for purchase all Notes that were properly tendered and not validly withdrawn pursuant to the Offer.

Section 3.2 Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed and shall remain in full force and effect in accordance with their terms. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby. Nothing in this Supplemental Indenture or the Notes, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of the Notes, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Supplemental Indenture or the Notes.

ARTICLE IV

Section 4.1 Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee, by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated in their entirety herein and made applicable to the Trustee with respect hereto.

Section 4.2 THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 4.3 The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.

Section 4.4 In case any provision of this Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 4.5 The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company.

SIGNATURES

IN WITNESS WHEREOF , the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.

DARDEN RESTAURANTS, INC.

By: /s/ William R. White, III

Name: William R. White, III

Title: Senior Vice President and Treasurer

WELLS FARGO BANK, NATIONAL ASSOCIATION, (as successor to Wells Fargo Bank Minnesota, National Association, formerly known as Norwest Bank Minnesota, National Association), as Trustee

By /s/ Stefan Victory

Name: Stefan Victory

Title: Vice President

EXHIBIT 99.1

Darden Restaurants Announces Final Results for Cash Tender Offers and Consent Solicitations for its 6.000% Senior Notes due 2035 and 6.800% Senior Notes due 2037

ORLANDO, Fla., February 22, 2018/PRNewswire/-- Darden Restaurants, Inc. (NYSE: DRI) today announced the final results as of 11:59 p.m., New York City time, on February 21, 2018 (the “Expiration 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 final results 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 were 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 Expiration 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	$53,707,000	35.80%	$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 5:00 p.m., New York City time, on February 9, 2018 (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 tendered and did not validly withdraw their Notes accepted for purchase, and who validly delivered and did not validly revoke their Consents after the Extended Early Tender Date and at or before the Expiration Date 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).

It is currently expected that Darden will purchase all 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, later today (the “Final Settlement Date”).

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 executed and delivered a supplemental indenture to the indenture governing the 2037 Notes, amending certain provisions that, 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 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.

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.

Contact: (Analysts) Kevin Kalicak (407) 245-5870, (Media) Rich Jeffers (407) 245-4189