Kirkland & Ellis represents Ruth’s Hospitality Group (Nasdaq: RUTH), which along with Darden Restaurants, Inc. (NYSE: DRI), jointly announced today that they have entered into a definitive merger agreement pursuant to which Darden will commence a tender offer to acquire all of the outstanding shares of Ruth’s for $21.50 per share, in an all-cash transaction with an equity value of approximately $715 million. Ruth’s, owner and operator of Ruth’s Chris Steak House, will add to Darden’s portfolio of differentiated brands, which currently includes Olive Garden, LongHorn Steakhouse, Yard House, Cheddar’s Scratch Kitchen, The Capital Grille, Seasons 52, Bahama Breeze and Eddie V’s. Ruth’s Chris has 154 locations around the globe, including 80 company-owned or -operated restaurants and 74 franchised restaurants, generating systemwide sales of over $860 million and total revenues over $500 million. The transaction is expected to be completed in June, subject to satisfaction of customary closing conditions. The deal has been unanimously approved by the boards of directors of both Darden and Ruth’s.
The Kirkland team was led by corporate partners Sarkis Jebejian and Rachael Coffey and associate Steven Choi, along with corporate partner Jonathan Davis and associates Eric St. Bernard, Seung Bo Choi and Logan Cotton; executive compensation partner Scott Price and associate Jordan Hartman; capital markets partners Robert Hayward and Kevin Frank and associate Justin Hay; antitrust and competition partners Ian John and Jill Ross; and tax partner Sara Zablotney and associate Rory Minnis.