8-K
filed June 14, 2023, 7:59 PM ET
CIK 0001324272
M&A
confidence high
sentiment neutral
materiality 1.00
Ruths Hospitality Group, Inc.: M&A transaction — Darden closes $21.50/share acquisition of Ruth's Hospitality Group for ~$715M
Ruths Hospitality Group, Inc.
- Merger completed June 14, 2023; each share converted to $21.50 cash.
- Tender offer received ~71.2% of shares (22.85M); minimum condition satisfied.
- Total consideration ~$715M, funded via cash on hand and borrowings.
- Shares to be delisted from Nasdaq; registration to be terminated.
- Board replaced: all prior directors resigned; sole director appointed.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Giannella Alvarez resigned as director at Ruths Hospitality Group, Inc..
- Action
- resigned
Exact text from the filing
each of Giannella Alvarez, Mary L. Baglivo, Carla R. Cooper, Cheryl J. Henry, Stephen M. King, Michael P. O’Donnell, Marie L. Perry and Robin P. Selati resigned from their respective positions as members of the Company’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stephen M. King resigned as director at Ruths Hospitality Group, Inc..
- Action
- resigned
Exact text from the filing
each of Giannella Alvarez, Mary L. Baglivo, Carla R. Cooper, Cheryl J. Henry, Stephen M. King, Michael P. O’Donnell, Marie L. Perry and Robin P. Selati resigned from their respective positions as members of the Company’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Matthew R. Broad was appointed as Sole Director at Ruths Hospitality Group, Inc..
- Action
- became
- Role
- Sole Director
Exact text from the filing
Matthew R. Broad, the sole director of Merger Sub immediately prior to the Effective Time, became the sole director of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kristy Chipman departed as other_named_officer at Ruths Hospitality Group, Inc..
- Action
- ceased
Exact text from the filing
Kristy Chipman, David E. Hyatt and Mark Kupferman ceased to be officers of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark Kupferman departed as other_named_officer at Ruths Hospitality Group, Inc..
- Action
- ceased
Exact text from the filing
Kristy Chipman, David E. Hyatt and Mark Kupferman ceased to be officers of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mary L. Baglivo resigned as director at Ruths Hospitality Group, Inc..
- Action
- resigned
Exact text from the filing
each of Giannella Alvarez, Mary L. Baglivo, Carla R. Cooper, Cheryl J. Henry, Stephen M. King, Michael P. O’Donnell, Marie L. Perry and Robin P. Selati resigned from their respective positions as members of the Company’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Marie L. Perry resigned as director at Ruths Hospitality Group, Inc..
- Action
- resigned
Exact text from the filing
each of Giannella Alvarez, Mary L. Baglivo, Carla R. Cooper, Cheryl J. Henry, Stephen M. King, Michael P. O’Donnell, Marie L. Perry and Robin P. Selati resigned from their respective positions as members of the Company’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael P. O’Donnell resigned as director at Ruths Hospitality Group, Inc..
- Action
- resigned
Exact text from the filing
each of Giannella Alvarez, Mary L. Baglivo, Carla R. Cooper, Cheryl J. Henry, Stephen M. King, Michael P. O’Donnell, Marie L. Perry and Robin P. Selati resigned from their respective positions as members of the Company’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robin P. Selati resigned as director at Ruths Hospitality Group, Inc..
- Action
- resigned
Exact text from the filing
each of Giannella Alvarez, Mary L. Baglivo, Carla R. Cooper, Cheryl J. Henry, Stephen M. King, Michael P. O’Donnell, Marie L. Perry and Robin P. Selati resigned from their respective positions as members of the Company’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Carla R. Cooper resigned as director at Ruths Hospitality Group, Inc..
- Action
- resigned
Exact text from the filing
each of Giannella Alvarez, Mary L. Baglivo, Carla R. Cooper, Cheryl J. Henry, Stephen M. King, Michael P. O’Donnell, Marie L. Perry and Robin P. Selati resigned from their respective positions as members of the Company’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Cheryl J. Henry resigned as director at Ruths Hospitality Group, Inc..
- Action
- resigned
Exact text from the filing
each of Giannella Alvarez, Mary L. Baglivo, Carla R. Cooper, Cheryl J. Henry, Stephen M. King, Michael P. O’Donnell, Marie L. Perry and Robin P. Selati resigned from their respective positions as members of the Company’s board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David E. Hyatt departed as other_named_officer at Ruths Hospitality Group, Inc..
- Action
- ceased
Exact text from the filing
Kristy Chipman, David E. Hyatt and Mark Kupferman ceased to be officers of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Ruths Hospitality Group, Inc.: Certificate of incorporation amended and restated in its entirety (effective 2023-06-14).
- Change
- charter amendment
- Effective
- 2023-06-14
Exact text from the filing
the certificate of incorporation of the Company was amended and restated in its entirety, effective as of the Effective Time
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Ruths Hospitality Group, Inc.: Bylaws amended and restated in their entirety (effective 2023-06-14).
- Change
- bylaw amendment
- Effective
- 2023-06-14
Exact text from the filing
the bylaws of the Company were amended and restated in their entirety, effective as the Effective Time
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Ruths Hospitality Group, Inc. underwent a change of control involving Darden Restaurants, Inc. (closed 2023-06-14).
- Action
- change of control
- Counterparty
- Darden Restaurants, Inc.
- Closing
- 2023-06-14
Exact text from the filing
As a result of the consummation of the Offer and the consummation of the Merger in accordance with Section 251(h) of the DGCL on June 14, 2023, a change in control of the Company occurred.
View on SEC.gov
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