Darden Restaurants, Inc. announced that it has commenced cash tender offers to purchase 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’ and, together with the 2035 Notes, the ‘Notes’). In conjunction with the Offers, Darden has also commenced solicitations (each, a ‘Consent Solicitation’ and collectively, the ‘Consent Solicitations’) soliciting consents (the ‘Consents’) to amend certain provisions of the indenture under which the Notes were issued that would, among other things, eliminate substantially all of the restrictive covenants and certain events of default, modify notice requirements for redemption and modify certain other provisions with respect to each series of the Notes (the ‘Proposed Amendments’). The Offers and the Consent Solicitations are being made upon the terms and subject to the conditions set out in its Offer to Purchase and Consent Solicitation Statement, dated January 24, 2018 (the ‘Offer to Purchase’), and the related Consent and Letter of Transmittal. The ‘Total Consideration’ paid in the Offers for the Notes tendered and accepted for purchase pursuant to the Offers (with the related Consents delivered pursuant to the related Consent Solicitation) will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread over the yield (the ‘Reference Yield’) based on the bid-side price of the applicable U.S. Treasury Security (the ‘Reference Treasury Security’) specified in the table above and in the Offer to Purchase, as calculated by the Dealer Manager at 11:00 a.m., New York City time, on February 6, 2018 (subject to certain exceptions set out in the Offer to Purchase, such time and date, as the same may be extended, the ‘Price Determination Date’). Holders who validly tender and do not validly withdraw their Notes accepted for purchase, and who validly deliver and do not validly revoke their Consents at or prior to 5:00 p.m., New York City time, on February 6, 2018 (such time and date, as the same may be extended with respect to one or both series of Notes, the ‘Early Tender Date’) will receive the applicable Total Consideration, which includes an early tender payment of $50.00 per $1,000 principal amount of the Notes accepted for purchase (the ‘Early Tender Payment’). Holders who validly tender and do not validly withdraw their Notes accepted for purchase, and who validly deliver and do not validly revoke their Consents after the Early Tender Date and at or before the Expiration Date will receive only the applicable Tender Offer Consideration per $1,000 principal amount of Notes, which is equal to the applicable Total Consideration minus the Early Tender Payment. Holders whose Notes are accepted for purchase pursuant to the Offers will also receive accrued and unpaid interest on their purchased Notes from the last interest payment date for such Notes to, but not including, the applicable Settlement Date. Darden reserves the right, but is under no obligation, at any point following the Early Tender Date and before the Expiration Date, to accept Notes that have been validly tendered (along with Consents that have been validly delivered) and not validly withdrawn (or Consents revoked) for purchase on a date determined at Darden's option (such date, if any, the ‘Early Settlement Date’). The Early Settlement Date, if any, is expected to occur on February 9, 2018. If Darden chooses to exercise its right to have an Early Settlement Date, Darden will purchase any remaining Notes that have been validly tendered (with Consents that have been validly delivered) and not validly withdrawn (or Consents revoked) after the Early Tender Date and at or prior to the Expiration Date, subject to all conditions to the Offers and the Consent Solicitations having been satisfied or waived by Darden, on a date following the Expiration Date (the ‘Final Settlement Date’ and each of the Early Settlement Date and the Final Settlement Date, a ‘Settlement Date’). The Final Settlement Date is expected to occur on February 22, 2018. Tenders of Notes may be validly withdrawn and delivery of Consents may be validly revoked at any time at or prior to 5:00 p.m., New York City time, on February 6, 2018 (such time and date, as the same may be extended with respect to one or both series of Notes, the ‘Withdrawal Date’), by following the procedures described in the Offer to Purchase. Except as provided in the Offer to Purchase or required by law, after the Withdrawal Date, Notes tendered and Consents delivered may not be validly withdrawn or validly revoked. Darden may extend or otherwise amend the Early Tender Date or the Expiration Date at any time without extending the Withdrawal Date or otherwise reinstating withdrawal or revocation rights of Holders. Any Holder who tenders Notes pursuant to the Offers must also deliver a Consent pursuant to the related Consent Solicitation. Holders who validly tender their Notes pursuant to the Offers will be deemed to have delivered their Consents by virtue of such tender. Holders may not deliver Consents without also tendering their Notes. A Holder may not revoke a Consent without withdrawing the previously tendered Note to which such Consent relates. A valid withdrawal of tendered Notes prior to the Withdrawal Date will constitute the concurrent valid revocation of such Holder's related Consent. Darden intends to execute a supplemental indenture to the indenture governing the Notes, in order to effectuate the Proposed Amendments, if the requisite consents for one or both series of Notes are received pursuant to the Consent Solicitations, as described in the Offer to Purchase. The Proposed Amendments constitute a single proposal with respect to each series of Notes and a consenting Holders must deliver a Consent to the Proposed Amendments as an entirety and may not consent selectively with respect to certain of the Proposed Amendments. The adoption of the Proposed Amendments with respect to a series of Notes is not conditioned on the consummation of the Consent Solicitation or the adoption of the Proposed Amendments in respect of the other series of Notes or obtaining any requisite consent with respect to the other series of Notes. The Offers will expire at 11:59 p.m., New York City time, on February 21, 2018 (the ‘Expiration Date’), unless extended or earlier terminated. No tenders of Notes or delivery of Consents submitted after the Expiration Date will be valid. Darden reserves the right to terminate, withdraw or amend the Offers at any time subject to applicable law.