8-KAcquisitions & DispositionsFinancial EventsOther Events+1

DARDEN RESTAURANTS INC 8-K Report, Acquisition Completed (Jun 14, 2023)

Filed June 14, 2023For Securities:DRI

Summary

Darden Restaurants, Inc. (DRI) has officially completed its acquisition of Ruth's Hospitality Group, Inc. (RHGI) on June 14, 2023. The acquisition was executed through a tender offer where DRI purchased approximately 71.2% of RHGI's outstanding shares at $21.50 per share, totaling an aggregate consideration of approximately $715 million. This strategic move integrates RHGI as an indirect, wholly-owned subsidiary of Darden Restaurants, Inc. The funding for this acquisition was secured through a $600 million senior unsecured term loan agreement with Bank of America, N.A., supplemented by cash on hand and existing company cash. Following the completion of the merger, Darden intends to delist Ruth's Hospitality Group's shares from the Nasdaq Global Select Market and terminate its registration under the Securities Exchange Act of 1934.

Key Highlights

  • 1Darden Restaurants, Inc. (DRI) has successfully completed the acquisition of Ruth’s Hospitality Group, Inc. (RHGI).
  • 2The acquisition was finalized on June 14, 2023, following a tender offer that commenced on May 16, 2023.
  • 3Darden acquired approximately 71.2% of Ruth's Hospitality Group's outstanding shares via the tender offer at a price of $21.50 per share.
  • 4The total aggregate consideration paid for the acquisition, including equity and vested stock awards, was approximately $715 million.
  • 5Darden financed the acquisition primarily through a new $600 million senior unsecured term loan, with the remainder funded by existing cash.
  • 6Ruth's Hospitality Group will now operate as an indirect, wholly-owned subsidiary of Darden Restaurants.
  • 7Darden plans to delist Ruth's Hospitality Group's common stock from the Nasdaq Global Select Market and terminate its SEC registration.

Frequently Asked Questions

This 8-K filing announces the completion of Darden Restaurants, Inc.'s acquisition of Ruth's Hospitality Group, Inc. It details the closing of the merger, the terms of the acquisition, how it was financed, and subsequent actions like delisting.

The acquisition was primarily funded by a new $600 million senior unsecured 3-year term loan agreement entered into by Darden Restaurants. Additional funds came from Darden's cash on hand and existing company cash.

Following the completion of the acquisition and merger, Darden Restaurants intends to delist Ruth's Hospitality Group's common stock from the Nasdaq Global Select Market and terminate its registration under the Securities Exchange Act of 1934 as soon as practicable.

Darden Restaurants acquired the shares of Ruth's Hospitality Group at a price of $21.50 per share in cash.