お知らせ • Oct 12
Darden Restaurants, Inc. (NYSE:DRI) completed the acquisition of Chuy's Holdings, Inc. (NasdaqGS:CHUY) for approximately $660 million.
Darden Restaurants, Inc. (NYSE:DRI) entered into a definitive agreement to acquire Chuy's Holdings, Inc. (NasdaqGS:CHUY) for approximately $660 million on July 17, 2024. Under the terms of the merger agreement, Darden will acquire all of the outstanding shares of Chuy's for $37.50 per share in cash. The transaction is valued at approximately $605 million, representing a multiple of 10.3x Chuy's trailing 12-month transaction-adjusted EBITDA as of March 2024. The definitive merger agreement includes a 30-day "go-shop" period that will allow Chuy's to affirmatively solicit alternative proposals from interested parties. Chuy's will pay Darden a $11,210,529 termination fee or $22,421,057, if merger agreement is terminated under certain circumstances.
Transaction is subject to certain conditions, including the approval by a majority of Chuy's stockholders, the expiration or termination of the applicable waiting period under the HSR Act and other customary conditions. The transaction has been unanimously approved by the boards of directors of both Darden and Chuy's. Chuy's board of directors determined to recommend that Chuy's stockholders vote to adopt the merger agreement. Transaction is expected to be completed in Darden's fiscal second quarter. Darden expects pre-tax net synergies of approximately $15 million by the end of its fiscal 2026. Transaction is expected to be neutral to Darden's diluted net earnings per share for Darden's fiscal 2025, excluding acquisition and integration-related expenses, and accretive by approximately 12 to 15 cents in fiscal 2027. The waiting period under the HSR Act expired Friday, August 30, 2024. The transaction was approved by a majority of Chuy’s Holdings stockholders on October 10, 2024.
BofA Securities, Inc. is acting as financial advisor and Charles Brewer and Steven M. Haas of Hunton Andrews Kurth LLP acting as legal advisors to Darden. Piper Sandler & Co. is acting as financial advisor and Charles T. Haag, Justin Reinus, Andrew Betaque, Masae Ellis, Matthew DiRisio, Richard Falek, Chip Gage, Eleni Kouimelis, Scott Landau, Conor Reidy, Alessandra Swanson, Becky Troutman, Shane Blackstone and Justin Trapp of Winston & Strawn LLP acting as legal advisors to Chuy's. Piper Sandler & Co. acted as fairness opinion provider to the board of Chuy's Holdings. Piper will receive a fee approximately $8.2 million for its services and $1 million of such fee has been earned by Piper for rendering its fairness opinion. Equiniti Trust Company, LLC acted as transfer agent for Chuy's Holdings. Georgeson LLC is serving as the proxy solicitor of Chuy's for a fee of $15,000.
As on September 16, 2024, Darden entered into a senior unsecured $600 million 2-year Term Loan Credit Agreement (the Term Loan Agreement) with Bank of America, N.A, the proceeds may be used to finance the Company’s anticipated acquisition.
Darden Restaurants, Inc. (NYSE:DRI) completed the acquisition of Chuy's Holdings, Inc. (NasdaqGS:CHUY) on October 11, 2024. Chuy's joins Darden's portfolio of differentiated brands which also includes Olive Garden, LongHorn Steakhouse, Yard House, Ruth's Chris Steak House, Cheddar's Scratch Kitchen, The Capital Grille, Seasons 52, Eddie V's and Bahama Breeze. In connection with the completion of the merger, Chuy's Holdings common stock ceased trading on Nasdaq.