Execution of Supplemental Indenture

On February 20, 2018, in connection with the previously announced cash tender offers (the “Tender Offers”) and related consent solicitations by Darden Restaurants, Inc. (the “Company”) for any and all of its outstanding 6.000% Senior Notes due 2035 (the “2035 Notes) and 6.800% Senior Notes due 2037 (the “2037 Notes”), having received the necessary consents from holders of the 2037 Notes, the Company entered into a First Supplemental Indenture dated as of February 20, 2018 to the Indenture dated as of January 1, 1996, all between the Company and Wells Fargo Bank, National Association (as successor to Wells Fargo Bank Minnesota, National Association, formerly known as Norwest Bank Minnesota, National Association), as Trustee (the “First Supplemental Indenture”). Under the terms of the First Supplemental Indenture, the Indenture terms are amended and supplemented with respect to the 2037 Notes to, among other things, (i) eliminate certain restrictive covenants and events of default, (ii) modify notice requirements for redemption and (iii) modify certain other provisions with respect to the 2037 Notes.

The foregoing description of the First Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the First Supplemental Indenture, which is filed as Exhibit 4.1 hereto and incorporated herein by reference.

Completion of the Tender Offer and Consent Solicitation

On February 22, 2018, the Company issued a press release announcing the final tender results for the Tender Offers and related consent solicitations for any and all of the 2035 Notes and the 2037 Notes. The press release, entitled “Darden Restaurants Announces Final Results for Cash Tender Offers and Consent Solicitations for its 6.000% Senior Notes due 2035 and 6.800% Senior Notes due 2037”, is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

DARDEN RESTAURANTS INC Exhibit
EX-4.1 2 ex41firstsupplementalinden.htm EXHIBIT 4.1 Exhibit EXHIBIT 4.1DARDEN RESTAURANTS,…
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About DARDEN RESTAURANTS, INC. (NYSE:DRI)

Darden Restaurants, Inc. is a full-service restaurant company. The Company owned and operated 1,536 restaurants through its subsidiaries in the United States and Canada, as of May 29, 2016. The Company’s segments include Olive Garden, LongHorn Steakhouse, Fine Dining (which includes The Capital Grille, and Eddie V’s Prime Seafood and Wildfish Seafood Grille (Eddie V’s)) and Other Business (which includes Yard House, Seasons 52, Bahama Breeze, consumer-packaged goods and franchise revenues). As of May 29, 2016, the Company also had 50 restaurants operated by independent third parties pursuant to area development and franchise agreements. Olive Garden’s menu includes a range of authentic Italian foods featuring fresh ingredients and a selection of imported Italian wines. LongHorn Steakhouse restaurants feature a range of menu items, including fresh steaks and chicken, as well as salmon, shrimp, ribs, pork chops, burgers and prime rib.