Darden Restaurants, Inc. · NYSE:DRI
Darden Restaurants — Merger or Acquisition (May 2023)
17 slides from Darden Restaurants's merger presentation, May 4, 2023
Slide 1: Ruth's Hospitality Group Acquisition
Ruth’s Hospitality Group Acquisition May 4, 2023
Slide 2: Disclaimer/Non-GAAP information
Disclaimer/Non-GAAP information IMPORTANT NOTICE The following slides are part of a presentation by Darden Restaurants, Inc. (“Darden”), and Ruth’s Hospitality Group, Inc. (“Ruth’s”), and are intended to be viewed as part of that presentation (the "Presentation"). No representation is made that the
Slide 3: Darden & Ruth's Hospitality Group
Darden & Ruth’s Hospitality Group // Strategic Portfolio Fit // Ruth’s Company Profile // Financial Overview 3
Slide 4: A full-service restaurant company with Back-To-Basics
A full-service restaurant company with … 1 Be financially successful through great people consistently delivering outstanding food, drinks and service in an inviting atmosphere making every guest loyal. Mission 4 Significant Scale Extensive Data & Insights Rigorous Strategic Planning Results- Orient
Slide 5: Strategic Portfolio Fit Criteria
Strategic Portfolio Fit CRITERIA // Full-service dining Fine dining restaurant with nominal guest overlap // Healthy brand with Strong business model and unit economics strong guest appeal Technomic consumer brand ratings at high levels1 // Can grow faster than Additional runway for new restaurant g
Slide 6: Ruth's Chris Strengthens Our Winning Strategy
Ruth’s Chris Strengthens Our Winning Strategy // Amplifies competitive advantages // Aligned operating philosophy // Shared passion for people // Differentiated brand complements portfolio 6
Slide 7: Transaction Increases Exposure to Attractive Fine Dining Segment
Transaction Increases Exposure to Attractive Fine Dining Segment Expect fine dining sales to outperform Solid growth outlook supported by Fine dining achieves structurally more pre-COVID run rate & casual dining consumer expectations regarding attractive margins vs. casual dining Sales % CAGR restau
Slide 8: Ruth's Company Profile: Attractive Restaurant Economics
Ruth’s Company Profile Attractive Restaurant Economics $860+ Million $500+ Million Systemwide sales Total revenues $97 $6.2 Million Average Unit Volumes of Average Check Company Operated Restaurants ~19% $76 Million Restaurant-Level EBITDA1 Transaction adjusted EBITDA1 1 A reconciliation of Non-GAAP
Slide 9: Ruth's Company Profile
Ruth’s Company Profile Opportunity for Additional Growth 154 Total restaurants 80 company-owned or -operated & 74 franchised restaurants (23 International) 9
Slide 10: Deal Structure
Deal Structure // Tender offer price of $21.50/share // All-cash transaction with equity value of $715 million // Purchase multiple of 9.4x FY2022 Transaction Adjusted EBITDA1 // Expected to close in June of 2023, subject to satisfaction of customary closing conditions // Committed to maintaining Da
Slide 11: Financial Overview
Financial Overview // Expected run-rate synergies of ~$20 million by end of FY2025 • Savings of 4% to 5% of sales in prior acquisitions // Expected to be accretive to Darden’s diluted net earnings per share, excluding acquisition and integration-related expenses • 10 to 12 cents in fiscal 2024 • 20
Slide 12: Ruth's Chris Steak House: An Iconic Brand
Ruth’s Chris Steak House: An Iconic Brand From the beginnings in New Orleans back in 1965, founder Ruth Fertel’s simple and timeless formula of always offering the highest quality food, beverage, and service in a warm and inviting atmosphere has resonated strongly with guests. This foundation of ope
Slide 13: A full-service restaurant company with Back-To-Basics
A full-service restaurant company with … 1 Be financially successful through great people consistently delivering outstanding food, drinks and service in an inviting atmosphere making every guest loyal. Mission 4 Significant Scale Extensive Data & Insights Rigorous Strategic Planning Results- Orient
Slide 14: Question & Answer Session
Question & Answer Session
Slide 15: Additional Information
Additional Information
Slide 16: Non-GAAP Reconciliation
Non-GAAP Reconciliation 52 Weeks Ended ($ Thousands) December 25,2022 GAAP Net Income $38,621 Interest expense, net 1,507 Income tax expense 7,010 Depreciation and amortization expenses 22,103 EBITDA $69,241 Loss on legal settlement 6,000 Loss on lease modifications 90 Loss on impairment and restaur
Slide 17: Important Legal Information
Important Legal Information Additional Information about the Tender Offer and Where to Find It The proposed tender offer by Darden and its acquisition subsidiary (“Merger Sub”) for all of the issued and outstanding shares of Ruth’s common stock has not yet commenced. This communication is for inform
Darden Restaurants — Merger or Acquisition (May 2023) on 6ix