8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report: August 29, 2012

(Date of earliest event reported)

DARDEN RESTAURANTS, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 1-13666

Florida	59-3305930
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

1000 Darden Center Drive, Orlando, Florida 32837

(Address of principal executive offices, including zip code)

(407) 245-4000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On August 29, 2012, Darden Restaurants, Inc. (the “Company”) completed its acquisition of Yard House USA, Inc., a Delaware corporation (“Yard House”), pursuant to an Agreement and Plan of Merger, dated as of July 12, 2012, among the Company, Yard House, Stout Acquisition Corp., a Delaware corporation and indirect wholly owned subsidiary of the Company, TSG5 L.P., a Delaware limited partnership, and certain other stockholders of Yard House. The total purchase price paid by the Company for this acquisition, including fees and expenses, was approximately $585 million. The total transaction price includes approximately $30 million of cash tax benefits that are expected to be realized by the Company in fiscal 2013 and fiscal 2014.

A copy of the news release issued by the Company on August 29, 2012 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit NumberDescription

99.1 News release dated August 29, 2012, entitled “Darden Restaurants Completes Acquisition of Yard House USA, Inc.”

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DARDEN RESTAURANTS, INC.
By:	/s/ C. Bradford Richmond
	C. Bradford Richmond
	Senior Vice President and Chief Financial Officer

Date: August 29, 2012

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	News release dated August 29, 2012, entitled “Darden Restaurants Completes Acquisition of Yard House USA, Inc.”

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EX-99.1

Exhibit 99.1

NEWS/INFORMATION

Corporate Relations

P.O. Box 695011

Orlando, FL 32869-5011

Contacts:
(Analysts) Matthew Stroud	(407) 245-6458
(Media) Ron DeFeo	(407) 245-5562

Darden Restaurants Completes Acquisition of Yard House USA, Inc.

ORLANDO, Fla., Aug. 29, 2012 -- Darden Restaurants, Inc. (NYSE: DRI) today announced that it has completed the acquisition of Yard House USA, Inc. for $585 million in an all-cash transaction from private equity firm TSG Consumer Partners LLC, management and investors. This follows the agreement that was announced on July 12, 2012. The total transaction price includes approximately $30 million of cash tax benefits that are expected to be realized by Darden in fiscal 2013 and fiscal 2014.

With the acquisition now complete, Yard House joins Darden's Specialty Restaurant Group, which also includes The Capital Grille, Bahama Breeze, Seasons 52 and Eddie V's.

Yard House, which launched its first restaurant in 1996, offers contemporary American cuisine with chef-inspired recipes and ethnic flavors along with a wide range of draft beers and other beverages in a stylish and energetic setting. The brand has grown to 40 restaurants across 13 states. 

Darden Restaurants, Inc., (NYSE: DRI), the world's largest full-service restaurant company, owns and operates nearly 2,000 restaurants that generate $8.0 billion in annual sales. Headquartered in Orlando, Florida and employing more than 185,000 people, Darden is recognized for a culture that rewards caring for and responding to people. In 2012, Darden was named to the FORTUNE "100 Best Companies to Work For" list for the second year in a row. Our restaurant brands - Red Lobster, Olive Garden, LongHorn Steakhouse, The Capital Grille, Bahama Breeze, Seasons 52, Eddie V's and Yard House - reflect the rich diversity of those who dine with us. Our brands are built on deep insights into what our guests want. For more information, please visit www.darden.com.

TSG Consumer Partners LLC is a leading investment firm with over $2.9 billion in equity capital under management, focused exclusively on the branded consumer sector. Since its founding in 1987, TSG has been an active investor in the food, beverage, restaurant, beauty, personal care, pet care, household and apparel & accessories sectors. Representative past and present partner companies include vitaminwater, Smart Balance, PopChips, Muscle Milk, Smashbox Cosmetics, Pureology, e.l.f. cosmetics and Alexis Bittar. To learn more about TSG please visit www.tsgconsumer.com.

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