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Darden-Ruth’s Chris Deal Shows Americans Savor Dining Out Again

Olive Garden Parent To Buy Ruth’s Chris Steak House Chain for $712 Million
Ruth's Chris Steak House says it is the largest fine-dining steakhouse chain in the United States. This restaurant is in Palm Desert, California. (CoStar)
Ruth's Chris Steak House says it is the largest fine-dining steakhouse chain in the United States. This restaurant is in Palm Desert, California. (CoStar)
CoStar News
May 3, 2023 | 10:52 P.M.

Olive Garden's parent is expanding its portfolio of fine-dining restaurants, striking a deal to buy the owner of the upscale Ruth's Chris Steak House chain for roughly $715 million as Americans return to the treat of eating out.

Darden Restaurants, based in Orlando, Florida, and Ruth's Hospitality Group, with its headquartered in Winter Park, Florida, announced the pending transaction Wednesday. In a statement, Darden said Ruth's Chris will complement its array of restaurant brands, including eateries such as The Capital Grille, Seasons 52 and Eddie V's as well as LongHorn Steakhouse, Yard House, Cheddar's Scratch Kitchen and Bahama Breeze.

Some restaurant companies are expanding or acquiring smaller chains as the U.S. food-and-beverage industry extends its rebound from the economic fallout of the pandemic. Americans stuck at home during lockdowns, dining in and shopping online, couldn't wait to return to in-store shopping and frequenting restaurants. For example, as of February for every $100 consumers spend on groceries, $130 is spent on dining out, according to a report from real estate firm JLL.

"The majority of our [food & beverage] brokers say that consumer demand for full-service restaurants is better or much better than pre-COVID levels, as well as from last year’s levels," JLL said. Both Darden and Ruth's feature full-service eateries.

The deal calls for Darden to start a tender offer to acquire all of the outstanding shares of Ruth's Chris for $21.50 per share in an all-cash transaction to be completed in June. That's about 34% more than Ruth's Chris closing stock Monday. Cheryl Henry will continue to lead as Ruth's Chris president and will report to Darden President and CEO Rick Cardenas. The Darden-Ruth's Chris transaction is expected to be completed in June.

"Ruth's Chris is a strong and distinctive brand in the fine dining segment with an impressive history of delivering elevated dining experiences to their loyal guests," Cardenas said in the statement. "It fits the criteria we have for adding a brand to our portfolio and supports our winning strategy. Ruth's Chris is a great complement to our portfolio of brands."

Dining As Affordable Luxury

Darden's core chain, Olive Garden, is often the butt of comedians' jokes for its never-ending servings of freshly baked bread sticks and garden salad and Americanized Italian cuisine. Regardless, the restaurant company has performed well. In March, Darden reported its net sales for the three months ending Feb. 26 increased about 14%, to $2.79 billion. Company officials said patrons still consider eating out an affordable luxury despite high inflation, though they might be spending less for their checks.

“There is a tension between what people want and what they can afford,” Cardenas said during an earnings call. “Consumers continue to seek value, which is not about low prices. Consumers are making spending trade-offs, and food-away-from-home is one of the most difficult expenses to give up because going out to a restaurant is still an affordable luxury for them.”

At that time, Darden's portfolio had 1,890 restaurants.

Ruth's Chris — with 154 locations around the world, including 80 company owned or operated restaurants and 74 franchised restaurants — bills itself as the largest fine dining steakhouse company in the United States. The company generated systemwide sales of over $860 million, total revenue over $500 million, and average annual restaurant volumes for company-owned locations of $6.2 million in fiscal 2022. The high-end chain was founded in 1965 in New Orleans by Ruth Fertel and features signature USDA Prime steaks served sizzling on 500-degree plates.

"Our fourth-quarter performance marked the end to another impressive year for our team at Ruth’s Chris Steak House as we generated double-digit top-line growth and strong earnings for the year," Henry said during an earnings presentation in February. "As we look to 2023, I am excited about our opportunities to grow and evolve our 57-year-old iconic brand."

Darden's headquarters in Orlando is located at 1000 Darden Center Drive, which is only about 18 miles from Ruth's headquarters at 1030 W. Canton Ave. at the Winter Park Village complex in Winter Park. Ruth's lease expires on Aug. 31, 2026, for the 21,211 square feet it leases, according to CoStar data.

Cost Savings

"Our strategy and operating philosophy aligns well with Darden, and we have a strong cultural fit that should ensure a smooth transition," Henry said in the statement. "This transaction will also provide more opportunities for our team members to develop in their careers as we continue to grow our 57-year-old iconic brand."

Darden said it expects pre-tax synergies of between $5 million and $10 million within the first year of the acquisition, and between $15 million and $20 million in the second year. Total acquisition and integration-related expenses are expected to be roughly $55 million to $60 million.

The transaction has been unanimously approved by the Darden and Ruth's Chris boards.

Darden didn't respond to an email asking if it planned to close Ruth's headquarters after the merger was completed.

The company planned a press conference on its acquisition for Thursday morning. Ruth's canceled a first-quarter earnings call it had previously scheduled for Friday.

Darden said it has sufficient liquidity to complete the all-cash transaction without obtaining additional financing, and that it expects to continue to have sufficient capital to maintain existing restaurants and to open new ones.

For the Record

Hunton Andrews Kurth is acting as legal adviser to Darden. Jefferies is acting as exclusive financial adviser, and Kirkland & Ellis is acting as legal adviser to Ruth's Chris.

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