How Much Power Should Shareholders Have?

Does your memory stretch back as far as mine does? Can you remember what it was like to be at the typical neighborhood school playground when two stubborn boys (or girls) faced off in what amounted to a “grudge match”? Of course, the underlying cause of the grudge match was often one or more incidents or exchanges between them that occurred weeks (or even months) earlier. And frequently, if a professional counselor took each young person aside privately to ask for a detailed description of those underlying causes, those two would be hard pressed to recall all (or any) in the detail one would expect! In those moments at the playground, as they faced off, what is “top of mind” for each is that they have a deep and abiding (even tempestuous) dislike, distaste, and distrust of the other.[1]

Wouldn’t it be nice if we “grew out” of such dysfunctional behavior as we matured into fully educated, skilled, engaged, and employed adults?!  Alas, when it comes to letting relationships descend to the “playground grudge match” stage, it seems as though a lot of folks just can’t help themselves.

Take the above scenario and translate it into the world of hedge fund activists and corporate managements. Now add to that the prospect of making (or losing) lots of money, the impact of a 24/7 news cycle, and the fact that unchecked (hyperactive) egos can have the same deleterious impact on business decisions as unchecked (hyperactive) testosterone levels can have on personal conduct choices … and the inevitable result will be an extremely volatile combination.[2]  In my opinion, this is an appropriate analogy for the very public faceoff between Darden Restaurants, Inc. (DRI) and Starboard Value LP.  As our readers will remember from our two DRI-focused articles published this past January – which presented a “bull case” for DRI and a “bear case” for DRIStarboard has been one of two activist hedge funds with major positions in DRI.

Here is an end of June (2014) look at Starboard Value's largest 10 holdings.

As such, Starboard has made it crystal clear since December 2013 (when its large stake in DRI was first made public) that DRI has a good deal of (as yet) “unlocked shareholder value” that Starboard is committed to helping it “unlock”!  During that December, the proposed “outside plans” from Starboard and from Barington Capital Group, LP (an activist hedge fund that announced its stake in September of 2013) laid out a series of logical steps that could be executed by DRI management that would (in their opinion): 

1) Remediate the “slow growth problem” at Red Lobster and Olive Garden;

2) Structurally “free up” DRI’s younger, higher growth brands for optimum growth; and

3) “Unlock” the net cash value of DRI’s extensive real estate ownership.

There were some minor differences in the way the two hedge funds would “refit the pieces”… but their overall view was that structural changes were an important step. To oversimplify a relatively detailed plan (that we unpacked in the second of our January articles: https://www.markettamer.com/blog/the-bear-case-for-darden-part-ii-2 ), here is an image of that proposed restructuring: Barington Capital’s premise was that the spinoff of these major components within DRI would result in maximizing the market value for each “component”!  In other words:

Here is a diagram of the "outsider plan" for maximizing DRI stock value!

1) The “Darden-Mature” could be priced as a low-growth, solid brand, cash flow generating company with the possibility of future appreciation as Olive Garden and Red Lobster are revitalized … with “same store sales” moving from a downtrend to either a plateau or an upward trend;

2) The “Darden-Higher-Growth” could be recognized for its considerably stronger growth rate and future prospects, with its price multiple moving significantly higher than DRI’s current P/E.

3) The “Darden REIT” could be received and priced by the market as a stable, steady, dependable source of annual cash flow and dividend yield.

The hedge funds projected that, if the above plan was adopted and properly executed, DRI stock could rise to the low $80/share range (as much as 70% higher than its end of 2013 pricing).

Not surprisingly, DRI management declined to accept any of the above ideas. As I try to imagine what their candid opinion of Barington and Starboard was at the time, I could picture DRI management telling me (totally off the record) something along these lines:[3]

“We’ve been managing this huge restaurant operation for many, many years[4]. Where do these investment geeks get off telling us how to run DRI?  Besides, Mitarotonda (Barington Capital CEO) built his reputation on coming after “poor managements”!  These yahoos have a lot of nerve implying that WE are bad managers. We have been recognized as among the best in our space during past years!”

In response to these “outside” plans, the only result was DRI management’s promise to either spinoff or sell Red Lobster (the poorer performer between Olive Garden and Red Lobster).   Needless to say, the relationship between DRI management and the two activist hedge funds went downhill from there. In fact, between January and May, Barington Capital and Starboard (not intentionally, but in effect) acted as a financial “tag team” … communicating in the press and/or directly to shareholders that there should be a stock owner vote on whether management’s choice to spinoff or sell just Red Lobster was the right choice.  

Management did not see any value in such a vote, which led to calls in January for the board to remove CEO, Clarence Otis, and install someone who has actually demonstrated the ability to turn around an aging restaurant chain!  You can just imagine how well that went over in the hallways and offices at DRI headquarters!  

It can be fairly stated that Starboard Value LP Founder, CEO, and Managing Member, Jeffrey Smith, has gone "all in" in the battle for control over DRI!

To demonstrate the determination of Starboard Value to eventually prevail vis-à-vis DRI management, it hired Brad Blum, an extremely experienced restaurant services executive who actually ran Darden between 1994 and 2002! In fact, Blum was so successful during than period that he is widely considered Darden’s “Golden Boy”, against whom those who have come before or since are compared![5]  Blum has been advising Starboard regarding its continuing campaign to gain leverage/control within DRI!          

So what has happened within the DRI world since March?  Here is a brief summary:  

1) In April (to much fanfare) CNBC reported that Starboard Value won a “consent decree” for a “Special Meeting” of DRI shareholders to vote on the “Red Lobster” matter. That action gave DRI just 60 days to call the meeting.[6]  

2) DRI management delayed the calling of a meeting, for which Starboard Value (duh!) criticized them;  

3) By May, DRI (which had been supposedly pursuing a spinoff) announced (as a fiat accompli) the sale of Red Lobster (lock stock and barrel) to Golden Gate Capital for $2.1 billion[7], boasting in its public statement that this represents a multiple of 9 timesEBITDA (“Earnings before interest, taxes, depreciation and amortization”).  It later revealed that, net of related costs, obligations, etc., it netted $1.6 billion of cash from the sale, which it planned to use for the retirement of debt and revitalization of the rest of DRI!    

What power should shareholders have with regard to major asset decision within the company? We'll have a "test" of that question on October 10th!

4) On its part, obviously not sensitive to DRI management’s significant political and public relations challenges, Golden Gate Capital announced a “Sale Leaseback” deal with American Realty Capital Properties, Inc. (ARCP) on 500 of its approximately 700 restaurant locations. The deal netted Golden Gate Capital a total of $1.5 billion!!  

5) If you are following along here, friends, you have surely had a light bulb go off in your head… along the lines of: “Was DRI management daft or what??!”   First, the “net cost” to Golden Gate Capital was obviously a lot less than the 9 times EBITA touted by DRI… and second, if DRI’s goal was to free up cash for revitalization, it could have achieved that by its own “Sale Leaseback” to ARCP!   In any event, this two-fold decision (to not let shareholders vote, and to sell Red Lobster to Golden Gate Capital) was the equivalent of a boxer letting down his guard and giving a totally “free punch” to the opponent!      

6) The leaders at Starboard Value might be a lot of things, but they aren’t obtuse!  Even a 5th grader could point to the deals surrounding the Red Lobster transaction and conclude: a) Over 70% of Red Lobster’s value was its real estate! b) Red Lobster as a brand and “ongoing operation” commanded just $600 million! c) Geez, the stock price collapsed by 4% upon the news of the sale!  

7) Can you imagine how much those May events energized (incensed) the folks at Barington and Starboard? In July, Barington Capital charged that the Red Lobster transaction was made at a “fire sale” price. And Starboard Value penned a long letter that included the following:

a) In the 2 months since the Red Lobster sale, DRI stock had collapsed by 11%;

b) Red Lobster is a business generating $2.5 billion in sales and $108 million in EBITDA… and yet the net proceeds from its sale (given debt breakage and transaction fee costs) was “approximate zero”!

c) DRI management destroyed at least $800 million in shareholder value! In fact, given the quite achievable opportunity to improve upon Red Lobster’s (underperforming) earnings, the amount of value destroyed relative to its actual value if it had been kept inside DRI “was likely well over $1 billion.”

d) Because of the above, this sale is the “most egregious violations of shareholder trust we have ever seen!”  

As a “bonus”, Starboard sued DRI for a copy of the documentation related to the Red Lobster transaction.  

8) Feeling that the Red Lobster sale by DRI was the modern day equivalent of an 18th century slap across the face with a glove — Starboard accepted that bold challenge to a “duel” (albeit through battling for shareholder proxy votes rather than shooting one another with pistols). It announced that it would nominate a full slate of 12 candidates for election to the DRI board.[8] 

I have to give credit to attorney Chris Davis (chair of the “Investor Activism Group” at Kleinberg Kaplan Wolff & Cohen) he knows how to turn a phrase:

“(Darden CEO Clarence) Otis has clearly thrown down the gauntlet. He's daring the activists to come after him. He's painted a big, lobster red bulls eye on his back. Shareholders are coming. Now it's going to be win or lose. What they effectively did was thumb their noses at the shareholder base.”

In a letter to DRI shareholders, Starboard wrote:

“Darden's current board has now confirmed our worst fears that it has no respect for the sanctity of shareholder rights and seems to place little value on protecting the interest of the shareholders it is meant to represent. It is clear, now more than ever, that the board must be replaced with new qualified directors who will commit to representing the best interests of all shareholders.”

Starboard called Red Lobster an “iconic brand that is recognizable to almost every person in this country” that is profitable today despite its difficult period of performance. “It is unconscionable that Darden would have sold Red Lobster for what amounts to $100 million of net after tax proceeds, effectively giving it away.”

Following the dissemination of Starboard’s letter, Barington Capital offered its enthusiastic support. James Mitarotonda (Barington CEO and Chair) wrote: “It's time for a change in the Darden boardroom. Shareholders can no longer afford to be represented by directors that appear neither focused on, nor responsive to, shareholder concerns.”

Once Starboard revealed an impressive list of candidates, DRI realized they had a huge challenge ahead of them and delayed the scheduled September meeting until October 10th.  Among those on Starboard’s slate are:

1) The aforementioned Brad Blum (many suggest he is a strong candidate to replace Otis);

Brad Blum, former "Golden Boy" CEO of Olive Garden.

2) Former IHOP President, Jean Birch; and

3) James Fogarty, the Orchard Brands CEO.  

In light of the above, is it any wonder that, by the end of July, Otis announced his resignation from DRI as CEO!  He indicated he would stay on as CEO until a replacement was in hand (a board decision). However, Barington Capital could at least claim a small victory, since DRI’s existing lead-independent-director was named to serve as board chair – one of the countless changes for which the hedge funds had been pressing. (Like I said, “small” victory”.)  

However, folks, as fascinating as all of the above has been, none of it can outshine the national headlines that were stirred by Starboard Value’s nearly 300-page, super detailed critique of DRI and the daily operations of its branded restaurants! Allow me to give you a “Reader’s Digest Condensed” version of the lengthy tome published by Starboard:

1) Opined that DRI has an outdated advertising strategy, focusing far too heavily on TV spots;

2) Criticized (skewered) Olive Garden’s new logo, highlighting a tweet from a restaurant analyst likening the logo to “a second-grader’s cursive practice;”        

The former (and longstanding) Olive Garden logo.

Here is the updated Olive Garden logo. What do YOU think of it?

              3) Charged that Olive Garden chefs don’t even prepare its pasta correctly (because they don’t salt the             water);[9]

    4) Opined that Olive Garden’s standard preparation of its salad bowls is wasteful because employees overfill  them and use too much salad dressing;

    5) Criticized the length of the asparagus served;

    6) Charged that Olive Garden’s fried lasagna and (new) Italiano Burger are not “authentic Italian” (duh…  French Fries aren’t authenticly  “French”, either. They come from Belgium.)

    7) Noted (negatively) that Olive Garden garners only 8% of total sales from alcoholic beverages, whereas  the “average” Italian restaurant chain reports more than twice that figure;

    8) Strongly suggested that Olive Garden should no longer cook its soups from scratch… in order to save on  labor costs. Instead, the chain should begin using an outside supplier for soup bases! (Is that “Authentic Italian”?)  Watch this add if you want to get hungry for soup, salad, and breadsticks:

http://www.ispot.tv/ad/7VZO/olive-garden-unlimited-soup-salad-and-breadsticks  

But the piece de resistance of the 300-page document[10], and the primary “headline driver” of the report, was the accusation that the Olive Garden wait staff was careless and wasteful because they did not abide by the standard Olive Garden policy that calls for “one breadstick per guest, plus an extra for the table”. Instead, the wait staff tends to be more generous with said breadsticks!

In fact, Candice Choi from the Associated Press wrote (in a 9/12/14 article):

“Starboard Value suggests the Italian restaurant chain is being reckless with its unlimited breadsticks.”     Fascinating! Olive Garden wait staff members are being “reckless” with the breadsticks!!

Heaven forbid! Perhaps the chain needs security guards to prevent the staff from being “reckless”!! Of course, the folks at Starboard Value would be incensed by my characterization – since they only mean to make clear that the existing practice leads to wasted dough, cold breadsticks, and reduced margins!  But I would point out to them that I was only quoting the authoritative news source of the AP!

Needless to say, those headlines ended up entertaining millions of Americans – “reckless with breadsticks”… who knew!  And I’m sure those headlines helped sell lots of newspapers and hold the attention (through newscast “teases”) of millions within radio and TV audiences.

But let’s turn back to DRI management for a moment. What constructive moves did it make between the May sale of Red Lobster and the impending proxy showdown in early October?  After all, their challenges were numerous and well-publicized, including:

1) The metrics below are not ones an investor wants to see reported by a company within which she/he is invested… with downtrend trends or (worse) negative figures!  

These graphs of DRI metrics are weak, if not grim!

2) Representative of the above was the most recent report on Olive Garden same store sales – a 1.3% decline… making it the fifth quarter in a row that Olive Garden locations reported lower sales than the year earlier!

3) Just as sobering are the “restaurant traffic” metrics from June, July, and August: down 9%, down 4.3% in July, and down 2.3% in August!  

4) Making the “core” problem at DRI crystal clear is the fact that, now (without Red Lobster) Olive Garden accounts for 57% of DRI Revenue!!  

Making matters (much) worse is that the most exciting development out of DRI during the past few months (besides Otis announcing his retirement) has been its much-publicized promotional effort called the “Never Ending Pasta Pass”.

That promo offered 1,000 lucky recipients seven weeks of unlimited visits to Olive Garden for its “Never Ending Pasta” entrée! Imagine that – seven weeks of unlimited pasta!!  I doubt that First Lady Michelle Obama or former New York Mayor, Michael Bloomberg, lent an endorsement to that particular 7-week diet!![11]

However, that promo was staged 4 days prior to its discouraging earnings report. It did draw tons of attention and it “sold out” in less than one hour. In fact, some of those passes were re-sold on eBay!!  Unfortunately, for an operation as expansive as DRI, one high visibility promo event carries all the impact of me spitting into usually very strong wind here in the “Windy City”.   To borrow the title of an old Bob Seeger classis, DRI management seems to be operating “Against the Wind”.

INVESTOR TAKEAWAY: The disillusioning truth about this story encompassing Darden, Barington Capital, LP, and Starboard Value LP is that it so closely resembles an old schoolyard grudge match from childhood! At each step along the way, each party seemed to take deep and abiding exception to the statements and/or actions of the other, which only served to elevate their mutual animosity and more firmly entrench their particular slant on things.

To couch the confrontation as politely as I can, by the time Starboard Value appeared to have grasped an unassailable advantage by securing a “consent approval” requiring DRI management to call a shareholder meeting within 60 days (garnering a 58% level of support for the meeting from responding shareholders), DRI management might have thought that Starboard had just offered them what my father used to refer to as a “one fingered peace sign”.

Of course, we all know how that goes.  DRI felt compelled to “offer one right back” at Starboard by announcing the Red Lobster sale as a fiat accompli.  Then that led to the Starboard folks seemingly “doubling up” by announcing a proxy battle for not just the three seats that DRI had already conceded to it… not six seats (half the board)… not even just nine seats (control of the board)… but twelve seats (the entire board!).

You may have already decided which side you favor in this battle. As for me, I see plenty of fault and failure on the part of all sides!

1) DRI unnecessarily exposed itself to attack on multiple fronts by leading “the Market” to expect that their most likely course of action was a spinoff of Red Lobster.

2) To so regularly disregard input from the two hedge funds, and then utterly ignore what appeared to be strong opposition from shareholders regarding letting management decide the fate of Red Lobster on its own (without a shareholder vote) seems (in my humble opinion) to have been self-destructive.

The May announcement of the sale of Red Lobster as a “done deal” was an act that resembles waving a red cape at an angry and overly hormone-infused bull.

3) Combine that with Golden Gate Capital’s ability to secure the entire operation of Red Lobster for a “net cost” of just $600 million …. and DRI executives appear to have managed to ensure that freshly smashed, raw eggs would drip from all over their corporate face!

4) For its part, Starboard Value (in my opinion) lost perspective in their effort to help turn DRI stock around!  It seems to me that what was (once) a typical activist investor’s attempt to unlock shareholder value (ie. make lots of money) began to become something very “personal”!

a)  How else can one explain an attempt by well-educated, sophisticated investment professionals to gain official leverage/decision-making input within a restaurant chain through composing and releasing a nearly 300-page, almost obsessively detailed report that not only highlighted many very appropriate and compelling ways DRI could improve profitability, but (simultaneously) “trashed” some of the very characteristics that have made Olive Garden a very special experience in the hearts of millions of loyal customers!

b) That is parallel to a politician seeking election within the U.S. by offering some absolutely stirring ideas to voters, but then saying: “Oh, by the way, ‘Motherhood, Apple Pie, and the American Flag’ aren’t all that they have been cracked up to be!”  Good luck with that!

5) And really folks, the best “new idea” DRI could come up with between May and October was a “Never Ending Pasta Pass”??  Really?  That’s just tragic!

As we look ahead, there are just two observations that I can offer with regard to related “Investment Ideas”:

1) Here is a price chart on DRI covering the past 5 years. 

Notice that since 2011, DRI has been the very definition of a “range stock” – moving between $45 and $55/share.

a) It is worth noting that one of the fastest declines to that lower range occurred following the Red Lobster sale.

b) Management should have interpreted that as a thorough “spanking”.

c) Now that we are within two weeks of what I would describe as a “Proxy Vote at the OK Corral”… astute observers know that the stakes are very high.

d) If Starboard wins even 6 board seats, the stage should be set for a rally in the stock over the next 6-12 months.

e) If management secures the nine seats it is striving to fill, it is likely that the stock will trail back to at least the lower part of its range (maybe lower).

f) I suggest we keep an eye on “Implied Volatility(IV) as October 10th approaches. If IV jumps, a premium selling strategy may hold promise.

g) If you believe you can “feel the pulse” of the impending vote, you may choose to consider a slightly out of the money call or put strategy (depending upon your sense of the outcome). However, keep in mind that if you are mistaken, the premium you own could shrink quickly.[12]

2) As I read more about the firm to which Golden Gate Capital sold most of its Red Lobster real estate, I became more and more impressed. Since American Realty Capital(ARCP) emerged in 2011, it has grown to rival the size of its biggest rival. I will be keeping my eyes on ARCP!    

So what is the bottom line here?  Who is the “big winner” in the Olive Garden/Darden story?

Your quick response is surely: “But Tom, we don’t know yet. And we won’t know until after October 10th!”

Under normal circumstances, I would agree with you wholeheartedly!  However, in light of the unique circumstances surrounding the DRI/Red Lobster/Olive Garden story, I will offer a two-prong reply:

I) I believe that it is possible that (ironically) neither DRI management nor the two hedge funds will end up truly “winning” in the long run. It is usually pretty hard to “redeem” a schoolyard grudge match! Unfortunately, the “players” have dragged a fine, proud, iconic pair of brands (Red Lobster and Olive Garden) through the mud so thoroughly that both have been diminished to one extent or another. (Much like political candidates can be forever “tainted” and/or “haunted” by accusations levied during the heat of a campaign).

Also, it is not clear what would constitute a “victory” for either side on October 10th.

If Starboard had gone with three proxy candidates who each won… that would have been victory.  If Starboard had offered six candidates and four of five of those won, that would be victory. But Starboard instead went “all out”. Will anything less than nine or ten being elected constitute “victory”?

In my mind, it is even harder to discern what a “victory” would be for DRI. Management and board have certainly lost a great deal of credibility and political capital… not to mention losing PR points among shareholders!

However, I can suggest for you a potentially huge “loser” from this grudge match!  Corporate boards across the country (and world) should be closing watching the results on October 10th. If Starboard wins seven or more seats on the DRI board, corporate boardrooms will feel potential tremors ahead from other activist investors who may become emboldened by this story to “go for it” when a board refuses to listen to activist investors and regular shareholders alike!

As Chris Davis[13] has written: “If they [DRI] lose the election … that's a real wakeup call for entrenched boards around America that think they can do business the old way.”  

II) The “world” (so to speak) will likely declare a winner in the DRI vs hedge funds fight. However, in my opinion, neither side has any chance of being declared a “winner” in terms of the “Quality of Judgment and Character”!  As far as I can discern, neither side demonstrated as much sound judgment or strength of character as I would have hoped they would!

DRI management made a number of amazingly flawed strategic decisions – decisions that more than caught up with them.

On the other side, the two hedge funds (primarily Starboard Value between January and now) appeared (to me at least) to have descended to the level of a livid and incensed schoolyard adolescent, becoming so caught up in volatile emotions and their overriding compulsion to “win” (even at all costs) that they could not help throwing “everything they could” at Darden.

That included calling into question customer “sacred cows” like unlimited salad bowl and breadsticks and even descending to the anal compulsive depth of complaining about the length of asparagus!  (Really? A big-time hedge fund focusing on asparagus?) No, my friends, in my opinion, neither DRI management nor the hedge fund managers deserve any award for judgment or character! 

But there is a “player” within the Olive Garden/Darden story that does rate the status of “WINNER”!  Her name is Marilyn Hagerty, an 85-year old columnist for the Grand Forks Herald on the eastern edge of North Dakota.  

Marilyn Hagerty, a Grand Forks newspaper columnist and recent award winner!

Back in 2012, Marilyn’s Eat Beat” column about the newest restaurant in town (Olive Garden, of course) went “viral” on the Internet!! 

Why did it go viral? Because Marilyn is down to earth, transparent, honest, unassuming, and “real”. Her column was straight forward and descriptive, free from fancy culinary terms from other languages, and totally sincere (excerpt… see the full column at the end):

“My first visit to Olive Garden was during midafternoon, so I could be sure to get in. After a late breakfast, I figured a late lunch would be fashionable.

“My booth was near the kitchen, and I watched the waiters in white shirts, ties, black trousers and aprons adorned with gold-colored towels. They were busy at midday, punching in orders and carrying out bread and pasta.

“At length, I asked my server what she would recommend. She suggested chicken Alfredo, and I went with that. Instead of the raspberry lemonade she suggested, I drank water.

“She first brought me the familiar Olive Garden salad bowl with crisp greens, peppers, onion rings and yes — several black olives. Along with it came a plate with two long, warm breadsticks.

“All in all, it is the largest and most beautiful restaurant now operating in Grand Forks. It attracts visitors from out of town as well as people who live here.”

How much clearer could a review be, my friends? Unlike the management folk at DRI and the two hedge funds… Marilyn is free of the compulsion to stretch the truth, obfuscate, “spin the numbers”, or launch into a diatribe about “reckless breadsticks” or asparagus that is “too long”!

In fact, Marilyn is insightful enough to realize that it is the “familiar” salad bowl and the breadsticks that make Olive Garden what it is – a warm, welcoming tradition! In fact, I suspect that Marilyn would agree with DRI management, when they defendedOlive Garden breadsticks in response to Starboard: “Olive Garden’s salad and breadsticks have been an icon of brand equity since 1982″ [and that passing out the free baskets of dough conveys] “Italian generosity.”  

Yes, Marilyn would approve of generosity

And something wonderful came into Marilyn’s life soon after her column went “viral”! You see, Al Neuharth (who died in 2013) was not just a columnist, author, businessman and founder of USA Today  … he was a native of South Dakota who attended the University of South Dakota! 

When Al heard about Marilyn Hagerty’s “Eat Beat” going viral… he remembered her! Yes, Al Neuharth remembered Marilyn!  Marilyn and Al were classmates during the 1940’s, and Marilyn was Al’s very first editor on the student newspaper – The Volante!  

Guess who received the 2012 “Al Neuharth Award for Excellence in the Media” for “Lifetime Achievement”?  You bet’cha!  Marilyn Hagerty!

And guess who presented that award to Marilyn?  None other than its namesake: Al Neuharth (just one year before his death!)     And lest you think this award is “no big deal”, thereby discounting Marilyn’s moment of glory… consider the names of previous recipients:  

Walter Cronkite

Jim Lehrer

Cokie Roberts

Tom Brokaw

Katie Couric  

Yes, the “big winner” in the Darden/Olive Garden story is Marilyn Hagerty. Parking any pretense, ego, or desperate need “to win” at the door, Marilyn’s humility, integrity, transparency, and genuine character exemplify the best qualities of America… the qualities that made America great!  

There are no “reckless breadsticks” in her portfolio. Instead, she just moves through her daily life being the best Marilyn she can be! Take a peek at this little taste of what Marilyn is like, from the Today show:  

http://www.today.com/video/today/46715825/#56122777  

DISCLOSURE: The author has owned DRI in the past, but not currently. When asked for “security questions” on the Internet, he often chooses to answer: “What is Your Favorite Restaurant?” (Answer: Olive Garden). Without the salad bowl and breadsticks, his choice would be different! As an aside, one adult son craves the breadsticks and an adult daughter is fond of the “House” Moscato wine.  Nothing in this article is intended as a recommendation to buy or sell anything. Always consult with your financial advisor regarding changes in your portfolio – either subtractions or additions.        

FULL HAGERTY COLUMN ON OLIVE GARDEN: 

THE EATBEAT: Long-awaited Olive Garden receives warm welcome

By Marilyn Hagerty on Mar 7, 2012 at 6:32 p.m.

After a lengthy wait for Olive Garden to open in Grand Forks, the lines were long in February. The novelty is slowly wearing off, but the steady following attests the warm welcome.

My first visit to Olive Garden was during midafternoon, so I could be sure to get in. After a late breakfast, I figured a late lunch would be fashionable.

The place is impressive. It’s fashioned in Tuscan farmhouse style with a welcoming entryway. There is seating for those who are waiting.

My booth was near the kitchen, and I watched the waiters in white shirts, ties, black trousers and aprons adorned with gold-colored towels. They were busy at midday, punching in orders and carrying out bread and pasta.

It had been a few years since I ate at the older Olive Garden in Fargo, so I studied the two manageable menus offering appetizers, soups and salads, grilled sandwiches, pizza, classic dishes, chicken and seafood and filled pastas.

At length, I asked my server what she would recommend. She suggested chicken Alfredo, and I went with that. Instead of the raspberry lemonade she suggested, I drank water.

She first brought me the familiar Olive Garden salad bowl with crisp greens, peppers, onion rings and yes — several black olives. Along with it came a plate with two long, warm breadsticks.

The chicken Alfredo ($10.95) was warm and comforting on a cold day. The portion was generous. My server was ready with Parmesan cheese.

As I ate, I noticed the vases and planters with permanent flower displays on the ledges. There are several dining areas with arched doorways. And there is a fireplace that adds warmth to the decor.

Olive Garden has an attractive bar area to the right of the entryway. The restaurant has a full liquor license and a wine list offering a wide selection to complement Italian meals. Nonalcoholic beverages include coolers, specialty coffees and hot teas.

On a hot summer day, I will try the raspberry lemonade that was recommended. There’s a homemade soup, salad and breadstick lunch available until 4 p.m. daily for $6.95. An olive branch on menu items signified low-fat entrees. There is a Garden Fare Nutrition Guide available for customers seeking gluten-free food. And for those with food allergies, Olive Garden has an Allergen Information Guide.

All in all, it is the largest and most beautiful restaurant now operating in Grand Forks. It attracts visitors from out of town as well as people who live here.

Olive Garden is part of the Darden chain of restaurants that also operates Red Lobster. There are about 700 restaurants, including four Olive Gardens in North Dakota’s major cities. Olive Garden has gained a following since 1982 with its ample portions and relaxed ambience. It’s known for its classic lasagna, fettuccine Alfredo and chicken Parmigiana.

Reach Hagerty at mhagerty@gra.midco.net

 

FOOTNOTES:


[1] In those days, the terminology was “they hated each other’s guts!”
[2] If the equivalent combination were mixed in a Chemistry Lab beaker and stirred… I would run as fast as I could for safety!
[3] IMPORTANT: no one from DRI has ever publically said any of this… nor did they tell me anything!  I just put myself in their place and used my imagination.
[4] Current (but soon retiring) CEO, Clarence Otis, has been with DRI since 1995!
[5] During Blum’s tenure, Darden enjoyed 57 consecutive quarters of same-restaurant sales increases with continually increasing profits. The company's restaurant branch average increased by 67. In 2000, Blum won the MUFSO (Multi-Unit Foodservice Operators) Operator of the Year award, much esteemed within the restaurant industry
[6] From the article at: http://www.restfinance.com/Restaurant-Finance-Across-America/April-2014/Reports-Starboard-Wins-Darden-Vote/  : “the two largest proxy advisory firms, Institutional Shareholder Services and Glass Lewis, agreed with Starboard that Darden should hold a meeting. Their endorsement of the idea gave Starboard's consent solicitation a significant boost, as many institutional shareholders give those firms' recommendations considerable weight.”
[7] About $500 million short of the estimated value projected by Stephen Anderson (a Miller Tabak analyst) this past December.
[8] In similar cases, management critics actually aim to elect between 25-50% of open seats. That is not done out of kindness or generosity… but rather out of caution, so as to avoid diluting the total potential “anti-management” vote!  That makes it all the more interesting that Starboard decided to go “full out”.
[9] “If you were to Google ‘how to cook pasta’ … the first step of Pasta 101 is to salt the water.”
[10] If Starboard Value wants to maximize profit, it could market its 300 page tome as a treatment for insomnia!
[11] They could have co-marketed the promo with the TV Show “Biggest Loser”, on the basis of “7 weeks of pasta… then 7 weeks of exercise and a strict weight loss regimen!
[12] Which is why an OTM option would be less risky.
[13] Kleinberg Kaplan Wolff & Cohen

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