| 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.
On September 30, 2024, Darden Restaurants, Inc. (the “Company”) entered into an Underwriting Agreement, dated September 30, 2024 (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 3, 2024, the Company issued and sold $400,000,000 aggregate principal amount of its 4.350% Senior Notes due 2027 (the “2027 Notes”) and $350,000,000 aggregate principal amount of its 4.550% Senior Notes due 2029 (the “2029 Notes” and, together with the 2027 Notes, 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, 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, among the Company, the Base Trustee and U.S. Bank Trust Company, National Association, as a successor trustee with respect to the Notes (the “Trustee”).
The 2027 Notes will mature on October 15, 2027 and the 2029 Notes will mature on October 15, 2029. Interest on the Notes will be paid semi-annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2025, to holders of record on the preceding March 31 or September 30, 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 intends to use the net proceeds from the sale of the Notes (i) to finance the consideration for its pending acquisition of all of the outstanding shares of Chuy’s Holdings, Inc. (the “Acquisition”) and the fees and expenses in connection therewith and (ii) for other general corporate purposes, which may include working capital, capital expenditures, acquisitions and the repayment of short-term debt.
The 2029 Notes are subject to a special mandatory redemption provision (the “Special Mandatory Redemption”) pursuant to which, if (i) the Acquisition is not consummated on or before the later of (x) February 17, 2025 (the “End Date”) and (y) the date that is five business days after any later date to which the End Date may be extended pursuant to the terms of the Acquisition (such later date, the “Special Mandatory Redemption End Date”) or (ii) the Company notifies the Trustee that it will not pursue the consummation of the Acquisition, then the Company will be required to redeem the 2029 Notes in whole, at a special mandatory redemption price equal to 101% of the aggregate principal amount of the 2029 Notes being redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption End Date. The 2027 Notes are not subject to the Special Mandatory Redemption.
