UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.02. | Termination of a Material Definitive Agreement. |
The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
| Item 8.01 | Other Events. |
On October 4, 2023, Darden Restaurants, Inc. (the “Company”) entered into an Underwriting Agreement, dated October 4, 2023 (the “Underwriting Agreement”), among the Company and BofA Securities, Inc., Truist Securities, Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters the Notes (as defined below).
On October 10, 2023, the Company issued and sold $500,000,000 aggregate principal amount of its 6.300% Senior Notes due 2033 (the “Notes”) pursuant to the provisions of the Underwriting Agreement. The Notes were issued under the Company’s Indenture, dated as of January 1, 1996 (the “Base Indenture”), between the Company and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association, successor to Wells Fargo Bank Minnesota, National Association, formerly known as Norwest Bank Minnesota, National Association), as trustee (the “Base Trustee”), as amended and supplemented by the Second Supplemental Indenture, dated as of October 4, 2023 (the “Second Supplemental Indenture”), among the Company, the Base Trustee and U.S. Bank Trust Company, National Association, as a successor trustee with respect to the Notes (such Base Indenture, as amended and supplemented by the Second Supplemental Indenture, the “Indenture”).
The Notes will mature on October 10, 2033. Interest on the Notes will be paid semi-annually in arrears on April 10 and October 10 of each year, commencing on April 10, 2024, to holders of record on the preceding March 26 or September 25, as the case may be.
The Notes are the Company’s senior unsecured obligations and rank equally in right of payment with all of the Company’s existing and future unsecured and unsubordinated debt.
The Company used the net proceeds from the issuance of the Notes (i) to, along with cash on hand, repay in full the indebtedness outstanding under the Term Loan (as defined below) and (ii) for other general corporate purposes, which may include working capital, capital expenditures and acquisitions.
The Notes are registered under the Securities Act of 1933, as amended, pursuant to the Company’s Registration Statement on Form S-3, Registration No. 333-267757, filed with the Securities and Exchange Commission (the “Commission”) on October 2, 2022. The Company has filed with the Commission a Prospectus, dated October 6, 2022 (Registration No. 333- 267757), and a Prospectus Supplement, dated October 4, 2023, in connection with the issuance of the Notes.
Also on October 10, 2023, the Company used the net proceeds from the sale of the Notes, along with cash on hand, to repay in full the indebtedness outstanding under the Company’s $600 million 3-year Term Loan Credit Agreement with Bank of America, N.A., as administrative agent, the lenders and other agents party thereto, entered into on May 31, 2023 (the “Term Loan”), borrowings under which were used to finance a portion of the consideration for the Company’s acquisition of Ruth’s Hospitality Group, Inc. As of October 10, 2023, the Company had $600 million principal amount of outstanding borrowings under the Term Loan, which would have matured and become payable on June 14, 2026 and which bore interest at a floating rate per annum. Following the repayment by the Company, the Term Loan was terminated and all of the commitments under the Term Loan were canceled.
Affiliates of certain of the Underwriters are lenders under the Term Loan and will receive at least 5% of the net proceeds of the Notes offering in connection with the repayment in full of $600 million principal amount of outstanding borrowings under the Term Loan.
Copies of the (i) Underwriting Agreement, (ii) Second Supplemental Indenture, (iii) Officers’ Certificate and Authentication Order, dated October 10, 2023, for the Notes (which includes the form of Note), (iv) Opinion of Hunton Andrews Kurth LLP and (v) Opinion of Anthony G. Morrow, Esq. are attached hereto as Exhibits 1.1, 4.1, 4.2, 5.1 and 5.2, respectively, and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
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/ Rajesh Vennam | |
| Rajesh Vennam | ||
| Senior Vice President and Chief Financial Officer | ||
Date: October 10, 2023