Darden Restaurants Announces Pricing for Cash Tender Offers and Consent Solicitations for its 6.000% Senior Notes due 2035 and 6.800% Senior Notes due 2037 and Elimination of Early Settlement Feature
In conjunction with the Offers, Darden also commenced solicitations (each, a "Consent Solicitation" and collectively, the "Consent Solicitations") soliciting consents (the "Consents") to amend certain provisions of the indenture under which the Notes were issued that would, among other things, (i) eliminate substantially all of the restrictive covenants and certain events of default, (ii) modify notice requirements for redemption and (iii) modify certain other provisions with respect to each series of the Notes (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
In addition, Darden today announced that there will be no "Early Settlement Date" (as defined in the Offer to Purchase) for Notes validly tendered (along with Consents that have been validly delivered) and not validly withdrawn (or Consents revoked).
The consideration being offered for the Notes accepted for purchase in the Offers is set forth in the table below:
Title of Securities and |
Principal Amount Outstanding |
Reference Treasury Security |
Bloomberg Reference Page(1) |
Reference Yield |
Fixed Spread (basis points) |
Tender Offer Yield |
Total Consideration(2)(3) |
6.000% Senior Notes due 2035 |
|
2.75% UST due |
FIT1 |
3.052% |
125 bps |
4.302% |
|
6.800% Senior Notes due 2037 |
|
2.75% UST due |
FIT1 |
3.052% |
120 bps |
4.252% |
|
_____________________
(1) The applicable page on Bloomberg from which the Dealer Manager (identified below) has quoted the bid-side prices of the applicable
(2) Per
(3) The Total Consideration for both series of Notes, based on the Reference Yield (defined below) of the Reference Treasury Security (as set forth above) as of
The consideration to be paid in the Offers for the Notes tendered and accepted for purchase pursuant to the Offers (with the related Consents delivered pursuant to the related Consent Solicitation) has been determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread over the yield (the "Reference Yield") based on the bid-side price of the applicable
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
Tenders of Notes may be validly withdrawn and delivery of Consents may be validly revoked at any time at or prior to
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. A Holder may not revoke a Consent without withdrawing the previously tendered Note to which such Consent relates. A valid withdrawal of tendered Notes prior to the Withdrawal Date will constitute the concurrent valid revocation of such Holder's related Consent.
Darden intends to execute a supplemental indenture to the indenture governing the Notes, in order to effectuate the Proposed Amendments, if the requisite consents for one or both series of Notes are received pursuant to the Consent Solicitations, as described in the Offer to Purchase. The Proposed Amendments constitute a single proposal with respect to each series of Notes and a consenting Holders must deliver a Consent to the Proposed Amendments as an entirety and may not consent selectively with respect to certain of the Proposed Amendments. The adoption of the Proposed Amendments with respect to a series of Notes is not conditioned on the consummation of the Consent Solicitation or the adoption of the Proposed Amendments in respect of the other series of Notes or obtaining any requisite consent with respect to the other series of Notes.
The Offers will expire at
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
About Darden
Darden is a restaurant company featuring a portfolio of differentiated brands that include Olive Garden,
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
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