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DARDEN RESTAURANTS INC FILES (8-K) Disclosing Other Events, Financial Statements and Exhibits

July 14, 2014



Item 8.01. Other Events.

(a) On July 14, 2014, Darden Restaurants, Inc. (the "Company") issued a press release announcing the pricing for our previously announced cash tender offer (the "Tender Offer") for up to $600,000,000 aggregate principal amount of our outstanding 4.50% Senior Notes due 2021, 3.350% Senior Notes due 2022, 6.000% Senior Notes due 2035 and 6.200% Senior Notes due 2017 (collectively, the "Notes"). 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. The Tender Offer is not being made to holders of 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.

(b) The Company is refiling as potential soliciting material pursuant to Rule 14a-12 under the Exchange Act certain "risk factors" previously included as Exhibit 99.1 to the Company's Form 8-K, dated June 30, 2014, filed with the Securities and Exchange Commission. These risk factors are attached hereto as Exhibit 99.2 and are incorporated herein by reference.

This Current Report on Form 8-K, including Exhibit 99.2 hereto, should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended May 26, 2013, the Company's Quarterly Reports on Form 10-Q for the quarters ended August 25, 2013, November 24, 2013 and February 23, 2014 and the Company's Current Reports on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. Exhibit Number Description News release dated July 14, 2014 entitled "Darden Announces Pricing for 99.1 its Cash Tender Offer for up to $600,000,000 Aggregate Principal Amount of its 4.50% Senior Notes due 2021, 3.350% Senior Notes due 2022, 6.000% Senior Notes due 2035 and 6.200% Senior Notes due 2017." 99.2 Updates to Certain Risk Factors



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Source: Edgar Glimpses


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