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DARDEN RESTAURANTS INC 8-K Report, Material Agreement (Oct 21, 2015)

Filed October 21, 2015For Securities:DRI

Summary

Darden Restaurants, Inc. (DRI) has filed an 8-K to announce the execution of a Separation and Distribution Agreement with Four Corners Property Trust, Inc. (FCPT), a subsidiary formed to facilitate the spin-off of Darden's real estate assets. This agreement outlines the key terms for separating FCPT's business from Darden and governs their ongoing relationship post-spin-off. Furthermore, Darden has set November 2, 2015, as the record date for this spin-off transaction, with Darden stockholders expected to receive one share of FCPT common stock for every three shares of DRI held on that date. The spin-off is anticipated to be completed on November 9, 2015. This move signifies a significant strategic restructuring for Darden, aiming to unlock shareholder value by separating its restaurant operations from its real estate portfolio.

Key Highlights

  • 1Darden Restaurants entered into a Separation and Distribution Agreement with Four Corners Property Trust (FCPT) on October 21, 2015, formalizing the spin-off of its real estate assets.
  • 2The spin-off will result in Darden stockholders receiving one share of FCPT common stock for every three shares of Darden common stock held.
  • 3A record date of November 2, 2015, has been set for the distribution of FCPT shares.
  • 4The spin-off transaction is expected to be completed on November 9, 2015.
  • 5Cash payments will be issued in lieu of fractional FCPT shares.
  • 6The separation is subject to the satisfaction or waiver of conditions outlined in the Separation Agreement.
  • 7This filing includes the Separation and Distribution Agreement as an exhibit, detailing the terms of the separation and the future relationship between Darden and FCPT.

Frequently Asked Questions

This 8-K filing announces the formal entry into a Separation and Distribution Agreement between Darden Restaurants and its subsidiary Four Corners Property Trust (FCPT), which is a key step in Darden's previously announced spin-off of its real estate assets.

Darden shareholders will receive one share of Four Corners Property Trust (FCPT) common stock for every three shares of Darden common stock they own as of the record date, November 2, 2015. Cash will be provided for any fractional shares.

The spin-off is anticipated to be completed on November 9, 2015, subject to the fulfillment of all conditions outlined in the Separation Agreement.

Four Corners Property Trust (FCPT) is an indirect wholly owned subsidiary of Darden Restaurants that has been established to hold Darden's real estate assets, which will be spun off into this independent entity.