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: July 24, 2014
(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)	

		
x	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))	

 
Item 8.01. Other Events.

Darden Restaurants, Inc. (the “Company”) previously disclosed that Starboard Value LP and its affiliates (“Starboard”) delivered a letter on May 22, 2014 nominating 12 director candidates for election to our Board of Directors at the 2014 annual meeting of shareholders (“Annual Meeting”) scheduled to occur on September 30, 2014.  In connection with a proxy contest, it is possible that Starboard-nominated directors could constitute a majority of the Board following the Annual Meeting.  The terms of our $750 million Revolving Credit Agreement, dated as of October 3, 2011, among the Company, certain lenders party thereto and Bank of America, N.A., as administrative agent (the “Revolving Credit Agreement”), and the Term Loan Agreement, dated as of August 22, 2012, among the Company, certain lenders party thereto and Bank of America, N.A., as administrative agent (the “Term Loan Agreement”) include change of control triggers regarding a turnover of a majority of our Board, resulting in a potential event of default.  Such an event of default could also give rise to an event of default under our indenture, pursuant to which we have $1.9 billion of debt currently outstanding.  Certain outstanding series of our notes require that we make a change of control offer upon a change of control triggering event. Our 6.200% Senior Notes due 2017 (the “2017 Notes”), our 4.50% Senior Notes due 2021 (the “2021 Notes”), our 3.350% Senior Notes due 2022 (the “2022 Notes”) and our 6.800% Senior Notes due 2037 (together with the 2017 Notes, the 2021 Notes and the 2022 Notes, the “Change of Control Public Notes”) all require us to make a change of control offer at 101% of the principal amount thereof plus accrued interest when there is both (i) a “change of control” (as defined therein) and (ii) a “Below Investment Grade Rating Event” (as defined therein). Further, our 3.79% Senior Notes due 2019 and our 4.52% Senior Notes due 2024 also require that we make a change of control offer upon a “change of control” (as defined therein) at 100% of the principal amount thereof plus accrued interest.

Our Board has reviewed and considered actions it could take under the terms of the Company’s indebtedness to address the potential adverse consequences to the Company under such terms from a change of control.  On July 24, 2014, our Board adopted a resolution concerning these debt matters, approving and nominating the Starboard nominees solely for purposes of the debt documents described above in order to avoid such a potential event of default, acceleration of our indebtedness and an obligation to make the change of control offers described above. Such action does not constitute an approval or endorsement of any kind of any of the 12 Starboard nominees as directors of the Company for any other purpose. In particular, the Board is not recommending that shareholders of the Company vote for any of the 12 Starboard nominees at the Company’s upcoming Annual Meeting. The Company believes that no further action is required under the Change of Control Public Notes to eliminate the change of control trigger in the event a majority of the Starboard nominees are elected. The Company is engaged in discussions with its lenders under its Revolving Credit Agreement and Term Loan Agreement with respect to these matters.

In connection with the foregoing, on July 25, 2014, the Company issued a press release announcing extension of the cash tender offer (the “Tender Offer”) and Early Tender Date for up to $610,000,000 aggregate principal amount of our outstanding 2021 Notes, 2022 Notes, 6.000% Senior Notes due 2035 and 6.200% Senior Notes due 2017 (collectively, the “Tender Offer Notes”) to 12:00 midnight, New York City time, on August 7, 2014. Rights to withdraw Tender Offer Notes from the Tender Offer have been reinstated and will now terminate at 12:00 midnight, New York City time, on August 7, 2014.  A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

This Current Report on Form 8-K is neither an offer to sell nor a solicitation of offers to buy any securities. The Tender Offer is being made only pursuant to the Offer to Purchase and the related Letter of Transmittal, as supplemented by public announcements regarding the Tender Offer Notes. The Tender Offer is not being made to holders of Tender Offer Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

	
			
Exhibit
Number	 	Description	
99.1	 	News release dated July 25, 2014 entitled “Darden Announces Extension of Cash Tender Offer and Early Tender Date.”	

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/ William R. White III	
 	 	William R. White III	
Date: July 25, 2014	 	Senior Vice President and Treasurer	

EXHIBIT INDEX

	
			
Exhibit
Number	 	Description of Exhibit	
99.1	 	News release dated July 25, 2014 entitled “Darden Announces Extension of Cash Tender Offer and Early Tender Date.”	

Red Lobster Olive Garden LongHorn Steakhouse The Capital Grille                 
Bahama Breeze® Seasons 52 Eddie V’s Yard House

www.darden.com

			
 	NEWS/INFORMATION	
 	 	Corporate Relations	
 	 	P.O. Box 695011	
 	 	Orlando, FL 32869-5011	

	
			
 	Contacts:	 	
July 25, 2014	(Analysts) Matthew Stroud	(407) 245-5288	
9:00 A.M. ET	(Media) Rich Jeffers	(407) 245-4189	

 Darden Announces Extension of Cash Tender Offer and Early Tender Date

ORLANDO, FL, July 25 - Darden Restaurants, Inc. (NYSE: DRI) today announced that it is extending the expiration date in the previously announced cash tender offers (each offer an “Offer” and collectively, the “Offers”) for its outstanding 4.50% Senior Notes due 2021 (“2021 Notes”), 3.350% Senior Notes due 2022 (“2022 Notes”), 6.000% Senior Notes due 2035 (the “2035 Notes”) and 6.200% Senior Notes due 2017 (“2017 Notes” and, together with the 2021 Notes, 2022 Notes and 2035 Notes, the “Notes”). The Offers will now expire at 12:00 midnight, New York City time, on August 7, 2014 (the “Expiration Date”) (which is the end of the day on August 7, 2014), unless further extended or earlier terminated. Darden reserves the right to terminate, withdraw or amend the Offers at any time subject to applicable law.

Darden has also announced that the “Early Tender Date” in connection with the tender offer, originally scheduled to expire at 5:00 p.m. New York City time on July 14, 2014, has been extended through August 7, 2014, at 12:00 midnight, New York City time. Holders of Notes that are validly tendered prior to the Early Tender Date and not validly withdrawn and accepted for purchase will receive the applicable Total Consideration set forth in the table below, which includes an early tender payment of $30.00 per $1,000 principal amount of the Notes accepted for purchase on the Settlement Date (as defined below). Holders of Notes validly tendered and accepted will also receive additional accrued interest up to, but excluding, the new Settlement Date. The Settlement Date is expected to occur on the first business day following the Expiration Date, subject to all conditions to the Offers having been satisfied or waived by Darden (“Settlement Date”). The expected Settlement Date is August 8, 2014, unless further extended by Darden, assuming all conditions to the Offers have been satisfied or waived by Darden. Assuming that the conditions to the Offers having been satisfied or waived, validly tendered Notes will be accepted for purchase, subject to the Maximum Amount and Acceptance Priority Levels, on a prorated basis as described in the Offer to Purchase.

Rights to withdraw Notes have been reinstated and will now terminate at 12:00 midnight, New York City time, on August 7, 2014 (the “Withdrawal Date”). Holders who wish to withdraw tendered Notes must contact the Tender Agent and Information Agent, D.F. King & Co., Inc., at the telephone number below.

The terms and conditions of the Offers are set forth in its Offer to Purchase, dated June 30, 2014, and the related Letter of Transmittal and remain unchanged, except as amended hereby and as amended on July 15, 2014 to (i) increase the maximum aggregate principal amount of Notes the be purchased to $610,000,000 and (ii) eliminate the tender caps for the 2021 Notes and the 2022 Notes.

As of 4:00 p.m. New York City time, on July 24, 2014, the principal amount of each series of Notes that were validly tendered and not validly withdrawn in the Offers are outlined in the table below:

	
							
Title of Securities and
CUSIP Numbers	Principal Amount Outstanding	Acceptance
Priority Level	Tender Cap	Aggregate Principal Amount Tendered	Percent of Amount Outstanding Tendered	Total Consideration (1)(2)	
4.50% Senior Notes due 2021
(CUSIP No. 237194AJ4)	$400,000,000	1	N/A	$272,688,000	68.17%	$1,056.73	
3.350% Senior Notes due 2022
(CUSIP No. 237194AK1)	$450,000,000	2	N/A	$379,613,000	84.36%	$1,000.04	
6.000% Senior Notes due 2035
(CUSIP No. 237194AE5)	$150,000,000	3	N/A	$115,382,000	76.92%	$1,107.18	
6.200% Senior Notes due 2017
(CUSIP No. 237194AG0)	$500,000,000	4	N/A	$218,311,000	43.66%	$1,152.84	
_________________________

(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 Settlement Date.	

(2)	The Total Consideration for all series of Notes, based on the Reference Yield (defined below) of the Reference Treasury Security (as set forth above) as of 2:00 p.m., New York City time on July 14, 2014, includes the a tender payment of $30.00 per $1,000 principal amount of the Notes accepted for purchase.	

The obligation to accept for purchase, and to pay for, Notes validly tendered and not withdrawn pursuant to the Offers is subject to the satisfaction or waiver of the conditions to the relevant Offers, including the condition (“Tender Proceeds Condition”) that Darden has successfully completed the sale of its Red Lobster business (the “Red Lobster Transaction”), and that such sale has generated sufficient proceeds to purchase the Notes accepted for purchase in the Offers, including payment of the applicable Total Consideration, accrued interest and pay all fees and expenses associated with the foregoing, all on terms and conditions acceptable to Darden in its sole discretion, subsequent to the date hereof and on or prior to the Settlement Date. There can be no assurance that Darden will be able to complete the Red Lobster Transaction and thus no assurance that the Tender Proceeds Condition will be satisfied.

The complete terms and conditions of the Offers are set forth in the related Offer to Purchase and the Letter of Transmittal which have been sent to holders of the Notes.  Holders of the Notes are urged to read the tender offer documents carefully, together with other information the Company makes publicly available or files with the Securities and Exchange Commission.  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 Letter of Transmittal, as amended by the July 15, 2014 press release described above and this release. This press release does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities nor

does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation 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 Managers, the Tender Agent and the Information Agent or the Trustee is making any recommendation as to whether holders of the Notes should tender their Notes in response to the Offers.

BofA Merrill Lynch, US Bancorp and Wells Fargo Securities are the Lead Dealer Managers and Deutsche Bank Securities and Mizuho Securities are the Co-Dealer Managers for the Offers. The Lead Dealer Managers and Co-Dealer Managers are collectively the Dealer Managers for the Offers. Questions regarding the Offers may be directed to BofA Merrill Lynch at (888) 292-0070 (toll free) or (980) 387-3907 (collect), directed to US Bancorp at (877) 558-2607 (toll free) or (612) 336-7604 (collect) or directed to Wells Fargo Securities at (866) 309-6316 (toll free) or (704) 410-4760 (collect). Requests for the Offer to Purchase and the Letter of Transmittal may be directed to D.F. King & Co., Inc. at 48 Wall Street, 22nd Floor, New York, New York 10005, (212) 269-5550 (for banks and brokers) or (800) 967-4617 (for all others).

Darden Restaurants, Inc., (NYSE: DRI), the world's largest full-service restaurant company, owns and operates more than 1,500 restaurants that generate approximately $6.3 billion in annual sales. Headquartered in Orlando, Fla., and employing more than 150,000 people, Darden is recognized for a culture that rewards caring for and responding to people. In 2014, Darden was named to the FORTUNE "100 Best Companies to Work For" list for the fourth year in a row. Our restaurant brands - Olive Garden, LongHorn Steakhouse, Bahama Breeze, Seasons 52, The Capital Grille, Eddie V's and Yard House - reflect the rich diversity of those who dine with us. Our brands are built on deep insights into what our guests want. For more information, please visit www.darden.com.

Forward-looking statements in this news release 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 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 (including all amendments to those reports). These risks and uncertainties include the ability to achieve Darden's strategic plan to enhance shareholder value including realizing the expected benefits from the sale of Red Lobster, the occurrence of any event, change or other circumstances that could give rise to the termination of the agreement to sell Red Lobster, the outcome of any legal proceeding that may be instituted against Darden relating to the Red Lobster transaction or otherwise, the failure of the Red Lobster transaction to close for any reason including non-fulfillment of any conditions to close, the timing of the completion of the transaction, actions of activist investors, which could distract management, divert our resources and, absent board action, accelerate our indebtedness, food safety and food-borne illness concerns, litigation, unfavorable publicity, risks relating to public policy changes and federal, state and local regulation of our business including health care reform, labor and insurance costs, technology failures, failure to execute a business continuity plan following a disaster, health concerns including virus outbreaks, intense competition, failure to drive sales growth, failure to successfully integrate the Yard House business and the additional indebtedness incurred to finance the Yard House acquisition, our plans to expand our smaller brands Bahama Breeze, Seasons 52 and Eddie V's, a lack of suitable new restaurant locations, higher-than-anticipated costs to open, close, relocate or remodel restaurants, a failure to execute innovative marketing tactics and increased advertising and marketing costs, 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, 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 unemployment and interest rates, disruptions in the financial markets, risks of doing business with franchisees and vendors in foreign markets, failure to protect our service marks or other intellectual property, impairment in the carrying value of our goodwill or other intangible assets, a failure of our internal controls over financial reporting, or changes in accounting standards, an inability or failure to manage the accelerated impact of social media and other factors and uncertainties discussed from time to time in reports filed by Darden with the Securities and Exchange Commission.