Darden Restaurants, Inc. (NYSE:DRI) entered into an agreement and plan of merger to acquire Cheddar's Casual Cafe, Inc. from Oak Investment Partners and L Catterton for $780 million on a cash-free and debt-free basis on March 27, 2017. Darden Restaurants, Inc. is selling $500 million principal amount of its 3.850% Senior Notes due 2027 for funding the acquisition of Cheddar's Casual Cafe, Inc. Under the terms, the consideration includes $780 million, less the expense fund, less $7.72 million as escrow fund which shall consist of an amount equal to $2 million as adjustment escrow fund and an amount equal to $5.72 as indemnity escrow fund and be deposited by Darden Restaurants in escrow to be held by Wells Fargo Bank, National Association as escrow agent. In addition, Darden Restaurants will pay $10 million to Oak Investment Partners and L Catterton for certain transaction-related tax attributes of Cheddar's Casual Cafe’s and reimburse Oak Investment Partners and L Catterton for capital expenditures on new restaurants under development made prior to the completion of the merger. The consideration is customary adjustments. At the closing of the transaction, the Directors and Officers of Darden Restaurants immediately prior to closing shall be the Directors and Officers of the surviving corporation. The consideration represents a 10.4x multiple of trailing twelve month adjusted EBITDA ending December 2016. Ian Baines, Chief Executive Officer of Cheddar's Casual Cafe, will remain President of Cheddar's Casual Cafe and report to Gene Lee, Darden President and Chief Executive Officer. The transaction is subject to conditions including approval of stockholder of Cheddar's Casual Café, the waiting periods under the HSR Act shall have expired or been terminated, approvals to any governmental body to the consummation of the transaction shall have been obtained among other conditions. The Board of Directors of Cheddar's Casual Cafe approved and recommends adoption of agreement by the stockholder of Cheddar's Casual Cafe. As of April 7, 2017, FTC granted the early termination notice. The transaction is expected to be completed by end of May 2017. Darden Restaurants expects between $20 and $25 million of annualized pre-tax run rate synergies by fiscal 2019. The transaction is expected to be accretive to Darden Restaurants’s diluted net earnings per share in fiscal 2018 by approximately 12%, excluding any acquisition and integration-related expenses. BofA Merrill Lynch acted as exclusive financial advisor and Dee Ann Dorsey, Gary E. Thompson and Steven M. Haas, Cameron Hill and Charles Brewer of Hunton & Williams LLP acted as legal advisors to Darden Restaurants. Morgan Stanley & Co. LLC acted as exclusive financial advisor to Cheddar's Casual Cafe and John J. Gilluly III of DLA Piper LLP (US) acted as legal advisor to L Catterton, Oak Investment Partners and Cheddar's Casual Cafe. Shareholder Representative Services LLC acted as representative, agent and attorney-in-fact for Oak Investment Partners and L Catterton. Darden Restaurants, Inc. (NYSE:DRI) completed the acquisition of Cheddar's Casual Cafe, Inc. from Oak Investment Partners and L Catterton on April 24, 2017.