SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 19, 2008

 

BRINKER INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 

6820 LBJ Freeway

Dallas, Texas 75240

(Address of principal executive offices)

 

Registrant’s telephone number, including area code  972-980-9917

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 

 

 

Section 8 – Other Events.

 

Item 8.01.  Other Events.

 

On December 19, 2008, Brinker International, Inc. (“Registrant”) issued a Press Release announcing that Registrant and Mac Acquisition LLC, an affiliate of San Francisco-based Golden Gate Capital, closed the previously announced transaction for the sale of a majority interest in Romano’s Macaroni Grill.  A copy of this Press Release is attached hereto as Exhibit 99.

 

Section 9 – Financial Statements and Exhibits.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)     Exhibits.

 

99              Press Release, dated December 19, 2008.

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	BRINKER INTERNATIONAL, INC.
Date: December 22, 2008	By:	/s/ Douglas H. Brooks
		Douglas H. Brooks, Chairman of the Board
		President and Chief Executive Officer

 

2

Exhibit 99

 

 

FOR IMMEDIATE RELEASE
CONTACT:	Brinker International:	Golden Gate:
	Media Relations	Joelle Kenealey
	(800) 775-7290	Coltrin & Associates
		(650) 373-2005
	Marie Perry, Investor Relations
	(972) 770-1276

 

Brinker International Announces Completion of Romano’s Macaroni Grill^® Sale

 

DALLAS, Dec. 19, 2008 - Yesterday, Brinker International, Inc. (NYSE: EAT) and Mac Acquisition LLC, an affiliate of San Francisco-based Golden Gate Capital, closed the previously announced transaction for the sale of a majority interest in Romano’s Macaroni Grill.

 

“We greatly appreciate the hard work, patience and tenacity our respective teams exhibited to finalize this complex transaction,” said Chuck Sonsteby, Chief Financial Officer of Brinker International. “The ability to complete the transaction in the midst of the current economic environment speaks to the long-term prospects for the brand as part of the Golden Gate family.”

 

With the closing complete, Golden Gate Capital and its affiliates own 80.1 percent of Mac Acquisition LLC, while Brinker affiliates hold a 19.9 percent ownership interest. The transaction purchase price totaled approximately $88 million. Cash proceeds from the sale of approximately $130 – 135 million will be used to pay down outstanding bank debt. The company’s bank agreement financial covenants for the first quarter of FY’09 are available online at www.brinker.com under the Investor section. Pre-tax non-cash charges in the range of $35 – 40 million related to this transaction will be reflected in the second quarter financials.

 

As part of the transaction, Brinker will continue to provide transition services for a minimum of one year and Romano’s Macaroni Grill restaurants will continue to participate in Brinker’s gift card program.  Additionally, Doug Brooks, Chairman and Chief Executive Officer of Brinker International, will serve on the Board of Directors of Mac Acquisition LLC.

 

ABOUT BRINKER INTERNATIONAL

 

Brinker International, Inc. is one of the world’s leading casual dining restaurant companies, serving more than 1 million guests daily. Founded in 1975 and based in Dallas, Texas, Brinker owns or franchises more than 1,700 restaurants in 25 countries and employs more than 100,000. Brinker restaurant brands include Chili’s® Grill & Bar, On The Border Mexican Grill & Cantina® and Maggiano’s Little Italy®. The company was named one of FORTUNE Magazine’s Most Admired Companies in 2006 and was honored by the magazine as one of the Top 50 Employers for Minorities and the Top 50 Employers for Women. For more information, visit www.brinker.com.

 

ABOUT ROMANO’S MACARONI GRILL

 

Romano’s Macaroni Grill is a leading casual Italian restaurant with more than 220 locations worldwide. Working in open kitchens, Macaroni Grill chefs prepare Italian classics like Chicken Scaloppine and signature items such as Penne Rustica®, as well as grilled specialties, fresh seafood, crisp salads, brick oven pizzas and numerous pasta dishes. The menu is complemented by one of the most extensive wine lists in casual dining, including house wine poured on the honor system, where applicable. For more information, please visit www.macaronigrill.com.

 

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