DARDEN RESTAURANTS, INC. (NYSE:DRI) Files An 8-K Entry into a Material Definitive Agreement

On March 27, 2017, Darden Restaurants, Inc., a Florida
corporation (the Company), and its newly formed and indirect
wholly owned subsidiary, Continental Merger Sub, Inc., a Delaware
corporation (Merger Sub), entered into an Agreement and Plan of
Merger (the Merger Agreement) with Cheddars Restaurant Holding
Corp., a Delaware corporation (Cheddars), and Shareholder
Representative Services LLC, as agent of the equityholders (the
Agent). to the Merger Agreement, Merger Sub will merge with and
into Cheddars (the Merger), with Cheddars continuing after the
Merger as the surviving corporation and as an indirect wholly
owned subsidiary of the Company. The aggregate consideration
payable to Cheddars equityholders in connection with the Merger
is $780 million on a cash-free/debt-free basis, payable in cash,
subject to customary adjustments. In addition, the Company will
pay $10 million to Cheddars equityholders for certain
transaction-related tax attributes of Cheddars and reimburse
Cheddars equityholders for capital expenditures on new
restaurants under development made prior to the completion of the
Merger.

The Company and Cheddars have made customary representations and
warranties in the Merger Agreement. Cheddars has also agreed to
various covenants, including, among others things and subject to
certain exceptions, to conduct its business in the ordinary
course of business consistent with past practices between the
execution of the Merger Agreement and the completion of the
Merger and not to engage in certain transactions during such
period.

The completion of the Merger is subject to certain conditions,
including, among others, (i) approval by the holders of a
majority of the voting stock of Cheddars, (ii) the expiration or
termination of the applicable waiting periods under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
(iii) subject to certain materiality exceptions, the accuracy of
the representations and warranties made by each of the Company
and Cheddars, (iv) compliance in all material respects by the
Company and Cheddars with their respective obligations under the
Merger Agreement and (v) the absence of any change or effect
that, individually or in the aggregate, has had a Material
Adverse Effect (as defined in the Merger Agreement) on Cheddars.

The Merger is expected to be completed before the end of the
Companys fiscal fourth quarter.

The foregoing description of the Merger Agreement and the Merger
does not purport to be complete and is subject to, and qualified
in its entirety by, reference to the Merger Agreement, a copy of
which is attached to this Current Report on Form 8-K as Exhibit
2.1 and the terms of which are incorporated herein by reference.

The Merger Agreement has been included solely to provide
investors and security holders with information regarding its
terms. It is not intended to provide any other factual
information about the Company, Cheddars or Merger Sub. The
representations, warranties and covenants contained in the Merger
Agreement were made only for purposes of the Merger Agreement and
as of specific dates; were solely for the benefit of the parties
to the Merger Agreement; may be subject to limitations agreed
upon by the contracting parties in connection with negotiating
the terms of the Merger Agreement; and may be subject to
standards of materiality applicable to the contracting parties
that differ from those applicable to investors or security
holders. Investors and security holders should not rely on the
representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or
condition of the Company, Cheddars or Merger Sub or any of their
respective subsidiaries or affiliates. Moreover, information
concerning the subject matter of the representations, warranties
and covenants may change after the date of the Merger Agreement,
which subsequent information may or may not be fully reflected in
public disclosures.

On March 27, 2017, the Company issued a news release entitled
Darden Restaurants Reports Fiscal 2017 Third Quarter Results and
Increases Earnings Outlook for the Full Fiscal Year, a copy of
which is furnished as Exhibit 99.1 to this Current Report on Form
8-K. In addition, the slide presentation accompanying the
Companys conference call will be posted on the Companys website.

As provided in General Instruction B.2 of Form 8-K, the
information in this Item 2.02 in this Current Report on Form 8-K,
including Exhibit 99.1, shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to the liabilities of
that section. The information in this Item 2.02 of this Current
Report on Form 8-K shall not be deemed to be incorporated by
reference in any filing under the Securities Act of 1933, as
amended (the Securities Act), except as expressly set forth by
specific reference in such filing.

(d)	Exhibits.