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Darden Sells Red Lobster to Golden Gate for $2.1B

NEW YORK (The Deal) -- After running a five-month strategic review, Darden Restaurants  (DRI - Get Report) said Friday it has agreed to sell Red Lobster to Golden Gate Capital for about $2.1 billion in cash on a debt-and-cash-free basis.

The sale comes after 57% of Darden shareholders agreed last month to hold a special meeting to vote on a nonbinding proposal issued by Starboard Value to consider delaying the company's planned sale or spinoff of its Red Lobster chain.

Starboard did not return calls for comment Friday morning. The activist investor has previously argued that shareholder support for the meeting and vote indicates that investors are opposed to a quick sale of Red Lobster without first considering whether the company should consider spinning off all of its real estate separately.

Darden still has time to call the special meeting, though Starboard and the company are in dispute over whether, according to company bylaws, it has 60 days to call the meeting from when Starboard delivered its sale consents - April 22 - or from when they got the results certified days after.

Starboard and Barington Capital Group have said they would prefer that instead of a Red Lobster sale, Darden could consider other strategic alternatives such as the divestiture of all the company's real estate into a separately traded REIT, not just the Red Lobster real estate.

The activists - and other investors - are likely surprised that the company announced the sale so quickly. The company had originally set early May as a deadline for selling Red Lobster. On Wednesday, Starboard noted in a securities filing that Darden told a group of shareholders "attending a lunch in New York" that the company is on a timetable to complete a sale or spinoff of Red Lobster by June or July.

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