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EXHIBIT 1.1
DARDEN RESTAURANTS, INC.
(a Florida corporation)
$150,000,000 8.375% Notes Due 2005
TERMS AGREEMENT
August 30, 2000
To: Darden Restaurants, Inc.
5900 Lake Ellenor Drive
Orlando, Florida 32809
Ladies and Gentlemen:
We understand that Darden Restaurants, Inc., a Florida corporation (the
"Company"), proposes to issue and sell $150,000,000 aggregate principal amount
of its 8.375% Notes Due 2005 (the "Notes") (such securities also being
hereinafter referred to as the "Underwritten Securities"). Subject to the terms
and conditions set forth or incorporated by reference herein, we, the
underwriters named below (the "Underwriters"), offer to purchase, severally and
not jointly, the principal amount of Underwritten Securities opposite our names
set forth below at the purchase price set forth below. Capitalized terms used
herein and not otherwise defined shall have the respective meanings given to
such terms under the Indenture dated as of January 1, 1996 (the "Indenture")
between the Company and Wells Fargo Bank Minnesota, National Association
(formerly known as Norwest Bank Minnesota, National Association), as trustee
(the "Trustee"), and under the Officer's Certificate and Authentication Order,
(the "Certificate") duly authorized and executed by the Company and dated as of
August 30, 2000 relating to the Notes, the form of which is attached hereto as
Annex I, including in the case of certain terms the respective meanings given to
such terms under the form of the Notes included in the Certificate. This Terms
Agreement supplements the terms and conditions of the Underwriting Agreement
attached hereto as Annex II, dated the date hereof between the Company and the
Underwriters, which shall govern the offering of the Underwritten Securities.
Underwriters Principal Amount of Notes
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Banc of America Securities LLC $ 90,000,000
First Union Securities, Inc. $ 18,000,000
SunTrust Equitable Securities Corporation $ 18,000,000
Wachovia Securities, Inc. $ 18,000,000
The Williams Capital Group, L.P. $ 6,000,000
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Total $150,000,000
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Price to the Company: 99.093%
Company Proceeds: $148,639,500
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The Underwritten Securities shall have the following terms:
Title: $150,000,000 8.375% Notes Due 2005
Rank: On a parity with all of the
Company's other unsecured and
unsubordinated indebtedness.
Ratings: Baa1/BBB+
Aggregate principal amount: $150,000,000
Denominations: $1,000.00
Currency of payment: U.S. Dollars
Interest rate or formula: 8.375% per annum
Interest payment dates: Semi-annually on September 15 and
March 15, beginning March 15, 2001
Regular record dates: the September 1 and March 1
preceding the respective interest
payment dates
Stated maturity date: September 15, 2005
Redemption provisions: Redeemable, in whole or in part, at
the Company's option at any time on
not less than 30 nor more than 60
days' notice at the greater of (i)
100% of principal amount of the
Notes being redeemed or (ii) as
determined by the Quotation Agent,
the sum of the present values of the
remaining scheduled payments of
principal and interest on the Notes
(not including any portion of those
payments of interest accrued as of
the Redemption Date) discounted to
the Redemption Date on a semi-annual
basis at the Adjusted Treasury Rate
plus 20 basis points plus, in each
case, accrued and unpaid interest to
the Redemption Date.
The terms and conditions relating to
any such redemption shall be as set
forth under the Certificate
(including the form of the Notes
contained therein).
Sinking fund requirements: None.
Defeasance provisions: The Notes are subject to defeasance
and the Company will be discharged
from its obligations with respect to
the Notes upon compliance with
certain conditions.
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The Company may omit to comply with
certain restrictive covenants
applicable to the Notes upon
compliance with certain conditions.
The terms and conditions relating to
any such defeasance and covenant
defeasance shall be as set forth in
the Certificate and under the
Indenture.
Listing requirements: The Notes will not be listed on any
securities exchange or included in
any automated quotation system.
Black-out provisions: None.
Fixed or Variable Price Offering: Fixed price offering with an initial
public offering price of 99.693% of
the principal amount of the Notes,
plus in each case accrued interest,
if any, from September 5, 2000 or
from the most recent date to which
interest has been paid or provided
for.
Form: The form of the Notes shall be as
set forth in the Certificate.
Other terms and conditions: The terms and conditions of the
Notes shall be as set forth in the
Certificate and under the Indenture,
as provided for in the Certificate.
Closing date and location: September 5, 2000 at 11:00 A.M.
(Eastern time) at the offices of
McGuireWoods LLP, 100 North Tryon
Street, Suite 2900, Charlotte, North
Carolina 28202 or at such other time
and place as shall be agreed upon by
the Representatives of the
Underwriters and the Company.
Co-managers: First Union Securities, Inc.
SunTrust Equitable Securities
Corporation
Wachovia Securities, Inc.
The Williams Capital Group, L.P.
All of the provisions contained in the Certificate attached as Annex I
hereto and in the Underwriting Agreement attached as Annex II hereto are hereby
incorporated by reference in their entirety herein and shall be deemed to be a
part of this Terms Agreement to the same extent as if such provisions had been
set forth in full herein.
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Please accept this offer no later than 5:00 P.M. (Eastern time) on
August 30, 2000 by signing a copy of this Terms Agreement in the space set forth
below and returning the signed copy to us.
Very truly yours,
BANC OF AMERICA SECURITIES LLC
FIRST UNION SECURITIES, INC.
SUNTRUST EQUITABLE SECURITIES CORPORATION
WACHOVIA SECURITIES, INC.
THE WILLIAMS CAPITAL GROUP, L.P.
By: BANC OF AMERICA SECURITIES LLC
By: /s/ Lily Chang
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Authorized Signatory
Acting on behalf of itself and the
other named Underwriters
Accepted:
DARDEN RESTAURANTS, INC.
By: /s/ Clarence Otis, Jr.
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Name: Clarence Otis, Jr.
Title: Senior Vice President and
Chief Financial Officer
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