(Photo by Justin Sullivan/Getty)
Perhaps Red Lobster is a dish best served cold.
Darden Restaurants, the nation’s largest operator of casual dining restaurants, announced Friday that it has agreed to sell the 46-year-old seafood restaurant chain to private equity firm Golden Gate Capital for $2.1 billion in cash.
The announcement caps a five-month strategic review by Orlando-based Darden, which said late last year that it planned to spin off the casual dining brand. That announcement set off a battle between Darden and two activist hedge funds pushing for a more substantial breakup of a conglomerate that also owns the Bahama Breeze, Capital Grille, LongHorn Steakhouse and Olive Garden chains, according to our previous reports.
The move to shed Red Lobster alone led some market analysts to speculate that Friday’s announcement could stick like a claw in the activists’ collective craw. The Orlando Sentinel, Darden’s hometown newspaper, highlighted the title of one analyst’s research: “Who knew lobsters had middle fingers?”
As might be expected given the circumstances, Wachtell, Lipton, Rosen & Katz—a firm cofounded by activist antagonist Martin Lipton—has taken the lead role advising Darden’s board of directors over the past few months. (One board member is former U.S. senator and ex-King & Spalding and Pillsbury Winthrop Shaw Pittman public policy adviser Cornelius “Connie” Mack III.)
Wachtell cochairman Daniel Neff is leading the firm’s team on the matter. Working alongside him are corporate partner Stephanie Seligman, counsel Sabastian Niles and associate Francis Stapleton. Darden general counsel Teresa Sebastian and division general counsel Anthony Morrow are leading an in-house team representing the company on the Red Lobster sale.
Darden itself has tapped Latham & Watkins as its outside counsel on the deal, which is expected to close by the first quarter of 2015. Corporate partners David Dantzic, Edward “Ted” Sonnenschein and Jennifer Perkins, tax partners Pardis Zomorodi and Laurence Stein and real estate partner James Hisiger are heading the Latham legal team. (Darden turned to Hunton & Williams for counsel in 2012 on its $565 million acquisition of taproom chain Yard House USA, according to our previous reports.)
The company plans to use proceeds from the proposed sale of the 700-restaurant chain—which Quartz notes should help solve Darden’s “shrimp inflation problem“—to pay down $1 billion in debt while shifting its focus to its other brands like the Olive Garden, a family-oriented chain that under activist pressure has moved toward more high-brow and modern fare.
For its part, San Francisco-based Golden Gate has turned to longtime outside counsel Kirkland & Ellis to help snap up Red Lobster. Kirkland’s team on the deal includes corporate partners Mikaal Shoaib and Tana Ryan and real estate partners John Caruso and Joshua Hanna.
Earlier this year, Kirkland advised Golden Gate—which hired former Kirkland partner Stephen Oetgen in 2013 as its first full-time general counsel—on its ultimately scuttled $825 million sale of the Eddie Bauer clothing brand to Jos. A. Bank. (After deciding instead to be acquired for $1.8 billion by Men’s Wearhouse, Jos. A. Bank paid Golden Gate a $48 million breakup fee to cancel the Eddie Bauer deal.)
As part of the Red Lobster acquisition, Golden Gate—which already owns restaurant chain California Pizza Kitchen—has also entered into a $1.5 billion sale-leaseback transaction with New York-based real estate investment trust American Realty Capital Properties.
That part of the deal calls for ARCP to buy 500 Red Lobster locations from Golden Gate and then lease them back to the private equity shop. Richard Silfen, a former Duane Morris corporate partner hired in March to serve as ARCP’s general counsel, is leading an in-house team for the REIT on the deal that includes associate general counsel Todd Weiss and assistant general counsel Akomea Poku-Kankam.
Mitchell Padover, a real estate transactions partner with Kutak Rock in Phoenix, is providing outside counsel to ARCP on the matter. Last year ARCP turned to Proskauer Rose for counsel last year on its $11.2 billion cash-and-stock purchase of rival Cole Real Estate Investments, a deal that made it the nation’s largest REIT in the net lease sector.
Not surprisingly, the Red Lobster sale drew the ire of New York-based Barington Capital Group, which represents shareholders that control more than 2 percent of Darden’s stock and has pushed for management changes at the company. Barington was one of the two activist investors opposed to spinning off the seafood chain.
“It is unconscionable that the Darden board would enter into an agreement to sell the Red Lobster business for what amounts to a ‘fire sale’ price after shareholders clearly indicated that they did not want the company to enter into any transaction unless it was subject to their approval,” said Barington chairman and CEO James Mitarotonda in a statement issued Friday.
Barington, whose general counsel is Jared Landaw, began campaigning late last year for a complete breakup of Darden. Kramer, Levin, Naftalis & Frankel corporate cochair Thomas Constance and corporate partner Peter Smith—two hedge fund proxy battle veterans—have been advising Barington in its dispute with Darden.
Starboard Value, another New York-based activist investor that owns about 5.5 percent of Darden’s stock, issued its own statement claiming that the Red Lobster sale will wipe out $800 million in shareholder value. Starboard led a successful effort last month to force Darden to call a special meeting to vote on a divestiture plan for Red Lobster, according to sibling publication Law.com.
Steven Wolosky, a veteran hedge fund lawyer and name partner at New York’s Olshan Frome Wolosky, has been representing Starboard in its Darden campaign.