8-KMaterial AgreementsRegulation FDOther Events+1

DARDEN RESTAURANTS INC 8-K Report, Material Agreement (Jul 12, 2012)

Filed July 12, 2012For Securities:DRI

Summary

Darden Restaurants, Inc. (DRI) announced on July 12, 2012, its entry into a definitive agreement to acquire Yard House USA, Inc. for approximately $585 million in cash, less Yard House's outstanding debt and transaction expenses at closing. This strategic acquisition aims to integrate the high-growth, differentiated Yard House brand into Darden's Specialty Restaurant Group. The transaction, structured as a merger where Darden's subsidiary Stout Acquisition Corp. will merge with Yard House, is expected to close early in Darden's fiscal second quarter of 2013. The acquisition is subject to customary closing conditions, including antitrust approval under the Hart-Scott-Rodino Act. Darden hosted a conference call and issued a press release on the same day to discuss the deal and revise its fiscal 2013 outlook to reflect the anticipated impact of this acquisition.

Key Highlights

  • 1Darden Restaurants is acquiring Yard House USA, Inc. for approximately $585 million in cash (net of debt and transaction costs).
  • 2The acquisition is expected to be completed early in Darden's fiscal second quarter of 2013.
  • 3Yard House will become an indirect wholly owned subsidiary of Darden.
  • 4The transaction is subject to customary closing conditions, including antitrust approval.
  • 5Darden is revising its fiscal 2013 financial outlook to incorporate the impact of the Yard House acquisition.
  • 6The acquisition adds a high-growth, differentiated brand to Darden's portfolio.

Frequently Asked Questions

Darden Restaurants is acquiring Yard House to add a high-growth, differentiated brand to its Specialty Restaurant Group, thereby expanding its portfolio and market presence in the casual dining sector.

The aggregate consideration is $585 million in cash, which will be reduced by Yard House's outstanding debt and transaction expenses at the closing of the merger.

The completion of the merger is anticipated to occur early in Darden's fiscal second quarter of 2013.

Yes, the completion of the merger is subject to several conditions, including the expiration or termination of waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act, accuracy of representations and warranties, compliance with obligations, and the absence of any material adverse effect.