WEBVTT

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Welcome back to the Deep Dive. Today we are focusing

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on a company that is, well, so pervasive in the

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American dining landscape that you've probably

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eaten at one of their locations or like 10 of

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them in the last year. Oh, absolutely. We are

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diving into Darden Restaurants, Inc., but this

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is not just a story about unlimited soup, salad,

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and breadsticks. No, far from it. This is really

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a story about corporate strategy, operational

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warfare, and how a single seafood shack turned

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into the world's largest full -service restaurant

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company. I mean, if you think Darden is just

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the owner of Olive Garden, you really need to

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adjust your scale. Absolutely. The size of this

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entity is just astounding. We're talking about

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a corporate behemoth that as of 2024 operates

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2 ,181 locations worldwide. Employees over 191

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,000 people and raked in $11 .4 billion in revenue.

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Just staggering numbers. So our mission today

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is to use this detailed stack of sources we've

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got, articles on their history, strategy, deep

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dives, financial reports, to really figure out

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how they manage this evolution. And we want to

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uncover the mechanism of that growth. You know,

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how did they bridge that gap between running

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these high volume, cost conscious, casual chains

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like Olive Garden and Longhorn Steakhouse and

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then simultaneously acquiring and managing these

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ultra premium fine dining powerhouses like the

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Capitol Grill and Ruth's Chris? Right. It requires

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two completely different corporate mentalities

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and somehow Darden manages both. Exactly. So

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we're going to trace this transformation, starting

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from a tiny frog in Georgia, moving through decades

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of trial and error under a food giant, all the

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way up to the intense boardroom battles that

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really define the company today. Okay, so let's

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unpack this. The story begins with a truly classic

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American entrepreneurial spirit. I mean, it's

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all embodied by William Bill Darden. And this

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foundation, it predates modern casual dining

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by decades. It's an incredible start. Darden

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opened his very first restaurant, The Green Frog,

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in Waycross, Georgia, all the way back in 1938.

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Wow. And the fact that he did this at the age

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of 19, I mean, that tells you everything you

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need to know about his drive. He wasn't just

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opening a diner. He was learning the entire restaurant

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business from the ground up, you know, right

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out of his teens. And this small operation, it

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really gave him the insight and the confidence

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to tackle a much bigger, much riskier concept

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30 years later. And that bigger concept was,

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of course, Red Lobster. Founded in 1968, Red

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Lobster Inns of America was launched in Lakeland,

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Florida. And this initial location strategy,

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it just reveals so much about Darden's core brilliance.

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It really does. Lakeland, while it's in Florida,

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is distinctly inland. It is not a coastal city

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where, you know, fresh seafood is an expectation.

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Right. Which seems completely counterintuitive.

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Exactly. It was an absolutely genius strategic

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choice. If Darden could successfully launch a

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high quality, high volume seafood restaurant

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away from the coast, overcoming all the logistical

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challenges of supply and, you know. no consumer

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skepticism about freshness. He knew the concept

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was scalable nationally. So it wasn't just a

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test of the menu. It was a proof of concept for

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the entire supply chain and the operational model.

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Precisely. And the test passed with remarkable

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speed. The initial Red Lobster was lauded by

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diners and critics for its value and its quality.

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And within two years, by 1970, they had successfully

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expanded to three locations with two more already

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under construction. So he proved the model was

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viable. But then he faced that classic hurdle

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of rapid growth. Right. Which is capital and

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infrastructure. A profitable company can still

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be resource limited if its ambition just completely

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outstrips its ability to build out distribution,

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management systems and new locations all at the

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same time. That's the key inflection point. It

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is. Darden realized that to execute his vision

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of a national chain, he needed the massive scale

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and the financial resources of a corporate giant.

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So in 1970, he sold Red Lobster to General Mills.

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The cereal company. Yes, the company famous for

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Cheerios and Betty Crocker. That seems like such

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an odd pairing on the surface, a seafood shack

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and a cereal company. Yeah. What did General

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Mills bring to the table besides, you know, a

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massive checkbook? Well, they brought standardization

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and institutional rigor. They didn't just write

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a check. They fundamentally changed the concept.

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They upgraded the format from what was an inexpensive,

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almost fast food style seafood seller into the

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casual dining and family fare model that we recognize

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today. They centralized the operation, established

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the company headquarters in Orlando, and most

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critically, they provided the logistical infrastructure

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that was just necessary for national scaling.

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But they kept the original talent. Which is so

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often crucial when a small company gets acquired

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like that. They did, and that was smart. Darden

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stayed on initially as company manager and was

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later promoted to vice president of General Mills

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in 1975. And his key protege, Joseph R. Lee,

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who had been the first manager of that original

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Lakeland Red Lobster, he became president of

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the chain. Wow. And under this stable leadership

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and the, you know, vast financial backing of

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General Mills, Red Lobster just exploded. It

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reached almost 400 locations by 1985. It's a

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textbook example of how corporate resources.

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can enable a founder's genius. Now, General Mills

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was clearly enjoying the profitability of the

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restaurant business, and they realized they could

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apply this large scale standardized approach

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to other dining concepts. And this led to a period

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of rapid and sometimes disastrous diversification.

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Yes. The 1970s became this sort of throw it against

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the wall and see what sticks decade for General

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Mills. One of their earliest diversification

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ventures was the York Steakhouse chain. York

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Steakhouse. Yeah. This was an English theme.

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cafeteria style concept focusing on steak and

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shops. That sounds extremely specific and very

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much tied to a passing 70s trend. Exactly. I

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mean, it just lacked the broad standardized appeal

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that Red Lobster was beginning to achieve. The

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cafeteria format was waning in popularity and

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the concept really struggled to scale efficiently.

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So consequently, the chain was mostly closed

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down by the end of the 1980s. A costly miss.

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A very costly miss. And it showed that simply

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having corporate backing isn't enough. The core

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concept has to be replicable and broad. But the

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next concept they launched was anything but a

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miss. In fact, it became the foundation for the

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entire future of the corporation, the Olive Garden

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phenomenon. Oh, yeah. Launched in Orlando in

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1982, Olive Garden was General Mills' second

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massive success. It was positioned not as authentic

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Italian cuisine, and critics were often quick

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to point out its culinary shortcomings, but as

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a highly standardized, family -friendly, and

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value -driven experience centered on this perceived

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sense of Italian generosity. And that perception

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proved to be a goldmine. growth trajectory was

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just stunningly fast. By 1989, General Mills

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had already opened over 145 Olive Garden restaurants.

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I mean, that made it the fastest growing unit

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in their entire restaurant portfolio at the time.

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Its commercial success quickly matched and sometimes

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even surpassed Red Lobster's per restaurant sales.

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So what was the key? The key insight here is

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that Olive Garden optimized for volume, consistency,

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and a comfortable atmosphere, which resonated

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powerfully with the American family market. That

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dominance remains today. It is the largest Italian

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-themed, full -service restaurant chain in the

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U .S. But that focus on replicability and standardization,

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which they perfected with Red Lobster and Olive

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Garden, also led to one of their most spectacular

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expensive failures. China Coast. China Coast.

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Yeah. China Coast was launched in 19... with

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the ambition of creating a U .S. national casual

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dining chain focused on American Chinese cuisine.

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Management believed they could just apply the

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Olive Garden standardization model. A cookie

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cutter approach. Exactly. A comfortable dining

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room, consistent menu, efficient supply chain,

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and just map it onto a different ethnic cuisine.

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So why did Olive Garden succeed so profoundly

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while China Coast ended up being, well, an unmitigated

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disaster? There are a few key reasons, and they

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really highlight the complexity of the restaurant

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business. First, unlike Italian American food,

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American Chinese cuisine is highly regionalized.

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Right. What works in New York is completely different

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from what works in California. So standardizing

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a single American Chinese menu just proved impossible

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for national appeal. OK, that makes sense. And

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second, managing the supply chain and the specialized

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cook. So they couldn't apply their General Mills

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uniformity DNA to this particular cuisine successfully?

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Not at all. It expanded to 50 restaurants, but

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it just bled cash relentlessly, losing an estimated

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U .S. $20 million. By the end of 1995, the venture

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was entirely shuttered. Wow. The locations were

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either closed or converted into red lobsters

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or olive gardens, so they basically became collateral

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damage in the pursuit of the next big chain.

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It was a harsh lesson in the limits of diversification.

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By the mid -1990s, General Mills had two massive

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winners and enough failures to decide they were

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ready to exit the restaurant industry altogether.

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Yes. In 1995, General Mills determined that the

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restaurant division was a distraction from their

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core consumer food products business, which was

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their primary focus. So they decided to execute

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a spinoff. And for our listener, that just means

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they created a new, fully independent public

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company by distributing the shares of the restaurant

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chains to their existing General Mills shareholders.

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Exactly. So if you own shares in Cheerios, you

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suddenly own shares in Olive Garden. And this

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new entity was named Darden Restaurants, Inc.

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In tribute to the founder, William Darden, who

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had passed away a year prior. The market debut

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was a little shaky, though. It was. The shares

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began trading on a when issued basis at $9 .75.

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And for those who aren't steeped in market finance,

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when issued just means the shares are traded

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before the actual split is finalized. Okay. So

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when Darden became a fully separate entity on

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May 31st, 1995, its shares opened at $10 .75,

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which is actually 17 % below the market's initial

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expectation. So the market wasn't immediately

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thrilled with this new standalone restaurant

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operator? Not entirely, no, but confidence quickly

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built. I mean, Darden launched as a massive force.

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1 ,250 restaurants across 49 states and 73 locations

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in Canada. This new company, born from the capital

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and management infrastructure of General Mills,

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now had to prove it could survive and grow entirely

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on its own. So Darden is now independent. But

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inheriting a huge machine like that comes with

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huge responsibilities. They plan for two more

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chains almost immediately, signaling continued

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aggressive diversification, but the market hit

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them hard right out of the gate. They faced immediate

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turbulence. While they launched their first post

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-spinoff concept, Bahama Breeze Caribbean Grill,

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in 1996, you know, testing the waters with Caribbean

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food and drinks, the broader market for casual

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dining was just becoming oversaturated. And that

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oversaturation led to a brutal 1997 restructuring.

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What did that look like on the grant? Oh, it

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was painful. They were forced to close 48 poorly

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performing locations, and this resulted in a

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reported $91 million loss for the company. That

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kind of loss, so... early in their independent

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life, send a really clear message. The General

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Mills safety net was gone and they had to be

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ruthlessly efficient with their portfolio. But

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true to their corporate DNA, they showed resilience.

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They bounced back quickly, posting $102 million

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profit by 1998. And that was driven primarily

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by critical makeovers and operational tightening

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at the core chains, Red Lobster and Olive Garden.

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That recovery enabled them to go back to incubation,

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which brought us Smokey Bones BBQ Sports Bar

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in 1999. Another themed concept. Another highly

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specific themed concept, yeah. It was designed

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as a sports bar that served barbecue in a setting

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meant to evoke an Appalachian mountain lodge.

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It was a new attempt to capture a different slice

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of the casual dining market. And then, in 2003,

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they started developing a concept that was almost

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diametrically opposed to the endless pasta bowls

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of Olive Garden. Seasons 52. Seasons 52 was a

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very smart forward -looking move. It was explicitly

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designed to target a growing demographic. Guests

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who wanted to indulge while still eating well.

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The entire menu was centered on lower calorie

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options and the atmosphere was slightly more

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refined. That shows the management team was keenly

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aware of the evolving consumer moving beyond

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just simple volume to focus on perceived quality

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and health consciousness. It shows they were

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using these smaller concepts to test higher price

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points and different customer demographics. They

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initially limited this chain to the Florida and

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Atlanta markets, you know, keeping the risk contained

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while they refine the model. This constant tinkering

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led to a major strategic pivot in 2007. They

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shifted from primarily organic growth creating

00:12:53.639 --> 00:12:56.620
chains from scratch to external growth through

00:12:56.620 --> 00:12:59.139
massive acquisitions. That was the defining moment

00:12:59.139 --> 00:13:02.299
of Darden 2 .0. In January 2007, they announced

00:13:02.299 --> 00:13:04.320
they were actively seeking established chains,

00:13:04.559 --> 00:13:06.539
specifically those with around 100 locations

00:13:06.539 --> 00:13:09.340
or strong franchisor potential. They were looking

00:13:09.340 --> 00:13:11.659
to buy proven market share rather than spend

00:13:11.659 --> 00:13:14.960
years developing new concepts. And they executed

00:13:14.960 --> 00:13:18.019
that goal. with the enormous acquisition of Atlanta

00:13:18.019 --> 00:13:22.120
-based Rare Hospitality in August 2007, spending

00:13:22.120 --> 00:13:26.500
U .S. $1 .4 billion. A huge deal. What was the

00:13:26.500 --> 00:13:29.179
critical value Rare Hospitality brought to Darden?

00:13:29.440 --> 00:13:32.500
Two things. Fundamentally, Longhorn Steakhouse

00:13:32.500 --> 00:13:35.480
and the Capitol Grill. Longhorn gave Darden a

00:13:35.480 --> 00:13:38.259
second, massive, highly replicable, and very

00:13:38.259 --> 00:13:40.720
profitable statehouse concept to compete directly

00:13:40.720 --> 00:13:43.259
with rivals like Texas Roadhouse. But the Capitol

00:13:43.259 --> 00:13:45.779
Grill was the true game changer. It was high

00:13:45.779 --> 00:13:48.659
-end, classic fine dining. Absolutely. The Capitol

00:13:48.659 --> 00:13:50.840
Grill instantly provided Darden with credibility

00:13:50.840 --> 00:13:53.480
in the luxury market. This single move led to

00:13:53.480 --> 00:13:55.200
the formal creation of the Specialty Restaurant

00:13:55.200 --> 00:13:57.480
Group, which initially included Capitol Grill,

00:13:57.639 --> 00:14:00.419
Bahama Breeze, and Seasons 52. So they're building

00:14:00.419 --> 00:14:03.299
a new pillar. Exactly. Darden was no longer just

00:14:03.340 --> 00:14:05.259
a casual dining company, they had successfully

00:14:05.259 --> 00:14:07.320
diversified their risk by entering the high margin

00:14:07.320 --> 00:14:09.860
fine dining segment. This diversification was

00:14:09.860 --> 00:14:12.320
critical because fine dining often holds up better

00:14:12.320 --> 00:14:14.600
during minor economic downturns than mid -level

00:14:14.600 --> 00:14:17.200
casual dining. And as they brought in the new

00:14:17.200 --> 00:14:19.480
concepts, they were also strategically cleaning

00:14:19.480 --> 00:14:22.409
house. The Smokey Bones experiment was ending

00:14:22.409 --> 00:14:24.690
right around this time. That's right. As the

00:14:24.690 --> 00:14:26.830
specialty group was forming, Smokey Bones was

00:14:26.830 --> 00:14:29.269
identified as a concept that just didn't fit

00:14:29.269 --> 00:14:31.889
the new binary strategy. It wasn't high volume

00:14:31.889 --> 00:14:34.409
enough to be core casual, and it wasn't high

00:14:34.409 --> 00:14:36.470
end enough to be specialty. So it was in a no

00:14:36.470 --> 00:14:39.269
man's land. Exactly. They sold the chain for

00:14:39.269 --> 00:14:42.110
$80 million, completing the transaction in January

00:14:42.110 --> 00:14:46.009
2008. The portfolio was becoming tighter, more

00:14:46.009 --> 00:14:48.490
focused on those two pillars of growth. That

00:14:48.490 --> 00:14:50.789
specialty restaurant group was clearly the focus

00:14:50.789 --> 00:14:53.350
for the next few years. We saw rapid internal

00:14:53.350 --> 00:14:55.490
growth and then more acquisitions. Well, between

00:14:55.490 --> 00:14:59.049
2010 and 2011, Seasons 52 proved its viability

00:14:59.049 --> 00:15:02.529
and expanded rapidly into 11 more states. And

00:15:02.529 --> 00:15:05.649
then in October 2011, Darden reinforced its luxury

00:15:05.649 --> 00:15:08.830
portfolio by spending $59 million cash to acquire

00:15:08.830 --> 00:15:12.009
Eddie V's Prime Seafood and Wild Fish Seafood

00:15:12.009 --> 00:15:14.549
Grill. immediately slotting them into the high

00:15:14.549 --> 00:15:16.309
margin specialty group. They were systematically

00:15:16.309 --> 00:15:18.970
building a luxury defense against the inherent

00:15:18.970 --> 00:15:21.850
volatility of the casual market. Precisely. They

00:15:21.850 --> 00:15:24.970
understood that the margins on a $100 steak and

00:15:24.970 --> 00:15:27.730
a glass of vintage wine at Eddie Viff's are far

00:15:27.730 --> 00:15:30.230
superior to the margins on unlimited breadsticks.

00:15:30.490 --> 00:15:33.090
Yeah. This period also saw Darden's international

00:15:33.090 --> 00:15:36.009
strategy solidify with a huge development agreement

00:15:36.009 --> 00:15:38.570
signed with the Americana group of Karate for

00:15:38.570 --> 00:15:40.669
at least 60 locations across the Middle East

00:15:40.669 --> 00:15:43.940
for Red Lobster. Olive Garden and Longhorn Steakhouse.

00:15:44.159 --> 00:15:47.200
This spread the operational and market risk globally.

00:15:47.620 --> 00:15:49.620
And meanwhile, they were still running internal

00:15:49.620 --> 00:15:52.620
experiments back home, testing efficiency, notably

00:15:52.620 --> 00:15:55.600
with this co -location concept. Yes. In 2011,

00:15:55.860 --> 00:15:58.360
Darden attempted a fascinating operational experiment,

00:15:58.700 --> 00:16:01.200
co -locating Olive Garden and Red Lobster in

00:16:01.200 --> 00:16:03.940
smaller markets. The hypothesis was that they

00:16:03.940 --> 00:16:05.879
could share back -of -house operations, the kitchen,

00:16:06.000 --> 00:16:08.320
preparation, inventory for efficiency, while

00:16:08.320 --> 00:16:10.639
maintaining separate storefronts and dining experiences.

00:16:10.960 --> 00:16:13.399
Did it work? Ultimately, no. The sources indicate

00:16:13.399 --> 00:16:15.679
these locations were later converted into standalone

00:16:15.679 --> 00:16:18.519
olive gardens. Managing the complexity of two

00:16:18.519 --> 00:16:21.480
distinct menus, two supply chains, and two sets

00:16:21.480 --> 00:16:23.759
of operational standards, even in a shared space,

00:16:24.059 --> 00:16:26.620
likely nifted any of the desired efficiency gains.

00:16:26.840 --> 00:16:29.559
It just showed that complexity, even when you're

00:16:29.559 --> 00:16:32.059
pursuing synergy, can sometimes be more costly

00:16:32.059 --> 00:16:34.440
than simply running two parallel operations.

00:16:35.019 --> 00:16:38.000
We fast forward to 2012. And Darden makes one

00:16:38.000 --> 00:16:40.519
last major acquisition before all the corporate

00:16:40.519 --> 00:16:43.659
drama begins. The Yardhouse deal. They acquired

00:16:43.659 --> 00:16:46.940
Yardhouse, a 39 location chain at the time, for

00:16:46.940 --> 00:16:51.139
$585 million. Yardhouse brought a completely

00:16:51.139 --> 00:16:54.240
different demographic, younger, more urban, focused

00:16:54.240 --> 00:16:57.740
on craft beer and a dynamic bar scene. It reinforced

00:16:57.740 --> 00:17:00.220
the specialty group's identity, providing a high

00:17:00.220 --> 00:17:02.799
-volume yet unique concept that wasn't reliant

00:17:02.799 --> 00:17:05.779
on steak or traditional fine dining. By 2012,

00:17:06.119 --> 00:17:08.519
Darden was diversified, specialized, and appeared

00:17:08.519 --> 00:17:11.259
strategically impenetrable. But as history shows

00:17:11.259 --> 00:17:14.000
us, perceived inventions is often when the activist

00:17:14.000 --> 00:17:16.619
investors arrive. This next phase is really the

00:17:16.619 --> 00:17:18.980
climax of the Darden story. They look sound externally,

00:17:19.240 --> 00:17:21.680
but internally, the core casual dining machine

00:17:21.680 --> 00:17:23.880
was showing rust and the corporate center was

00:17:23.880 --> 00:17:27.019
vulnerable. In late 2013, the alarm bells went

00:17:27.019 --> 00:17:29.500
off when the activist hedge fund Starboard Value

00:17:29.500 --> 00:17:33.059
took a significant stake in Darden. Now, for

00:17:33.059 --> 00:17:34.579
the listener who might be familiar with the term,

00:17:34.579 --> 00:17:37.339
but not the practice, what exactly is an activist

00:17:37.339 --> 00:17:40.000
investor? An activist investor is essentially

00:17:40.000 --> 00:17:42.700
a hedge fund that buys enough shares in a publicly

00:17:42.700 --> 00:17:46.180
traded company to gain influence, sometimes even

00:17:46.180 --> 00:17:49.039
board seats, with the explicit goal of forcing

00:17:49.039 --> 00:17:51.359
management to make changes they believe will

00:17:51.359 --> 00:17:53.779
boost shareholder value. And these are often

00:17:53.779 --> 00:17:56.140
drastic changes. Oh, they're often drastic selling

00:17:56.140 --> 00:17:58.819
off assets, cutting costs, or even firing the

00:17:58.819 --> 00:18:02.259
CEO. And Starbird's entry coincided with a massive

00:18:02.259 --> 00:18:05.329
internal fumble, didn't it? It did. Darden management

00:18:05.329 --> 00:18:07.650
was already under enormous pressure because of

00:18:07.650 --> 00:18:11.130
a colossal failure. They had invested US $100

00:18:11.130 --> 00:18:14.269
million into developing a new internal digital

00:18:14.269 --> 00:18:16.769
platform that was significantly over budget and

00:18:16.769 --> 00:18:18.950
at least a year behind schedule. This failure

00:18:18.950 --> 00:18:20.849
led to corporate layoffs and the departure of

00:18:20.849 --> 00:18:23.390
key executives. Management's credibility was

00:18:23.390 --> 00:18:26.490
shot. And under that pressure, Darden made the

00:18:26.490 --> 00:18:28.569
fateful decision regarding their oldest brand.

00:18:29.049 --> 00:18:31.910
In December 2013, citing stock investor pressure,

00:18:32.190 --> 00:18:35.130
Darden announced plans to sell or spin off Red

00:18:35.130 --> 00:18:37.490
Lobster. For the company's longtime employees

00:18:37.490 --> 00:18:41.309
and the founder's legacy, this was massive. They

00:18:41.309 --> 00:18:43.470
were severing the brand that started it all.

00:18:43.589 --> 00:18:45.829
And Starboard immediately saw this as a mistake

00:18:45.829 --> 00:18:48.970
and pushed back hard. They weren't against restructuring,

00:18:48.990 --> 00:18:51.589
but they felt Red Lobster was being undervalued.

00:18:51.730 --> 00:18:53.609
Starboard argued that the management's proposed

00:18:53.609 --> 00:18:56.019
sale was just short -sighted. They presented

00:18:56.019 --> 00:18:58.960
a highly complex counterproposal. They wanted

00:18:58.960 --> 00:19:01.099
Darden to split the company and spin off the

00:19:01.099 --> 00:19:03.660
valuable real estate portfolio, often through

00:19:03.660 --> 00:19:05.680
a sale leaseback structure. We need to unpack

00:19:05.680 --> 00:19:07.799
that for a moment. Why was the real estate so

00:19:07.799 --> 00:19:10.920
valuable and what is a sale leaseback? So many

00:19:10.920 --> 00:19:13.420
established chains like Red Lobster owned the

00:19:13.420 --> 00:19:15.539
land and the buildings for their restaurants

00:19:15.539 --> 00:19:18.440
outright. Starbird argued that this real estate

00:19:18.440 --> 00:19:20.640
was far more valuable than the operating business

00:19:20.640 --> 00:19:24.420
itself. A sale leaseback means Darden would sell

00:19:24.420 --> 00:19:26.480
the land and buildings to a real estate investment

00:19:26.480 --> 00:19:29.480
trust, a separate entity, for a massive cash

00:19:29.480 --> 00:19:32.359
injection, and then immediately sign a long -term

00:19:32.359 --> 00:19:34.859
lease to continue operating the Red Lobster restaurants

00:19:34.859 --> 00:19:37.359
on that same property. And that unlocks huge

00:19:37.359 --> 00:19:39.299
amounts of capital for shareholders. Exactly.

00:19:39.420 --> 00:19:42.779
But management refused to explore this. Darden

00:19:42.779 --> 00:19:44.960
management pressed ahead with the direct sale

00:19:44.960 --> 00:19:47.980
of the chain, clearly desperate to just... finalize

00:19:47.980 --> 00:19:50.099
the matter. And this is where the famous fire

00:19:50.099 --> 00:19:53.720
sale description originates. In May 2014, Darden

00:19:53.720 --> 00:19:56.099
sold Red Lobster to Golden Gate Capital for US

00:19:56.099 --> 00:19:59.619
$2 .1 billion. Starboard and many other investors

00:19:59.619 --> 00:20:02.519
just sharply criticized this price, arguing it

00:20:02.519 --> 00:20:04.859
was a serious undervaluing of the brand and its

00:20:04.859 --> 00:20:06.799
assets, especially the underlying real estate.

00:20:06.960 --> 00:20:09.039
They felt management rushed the deal to stabilize

00:20:09.039 --> 00:20:11.279
their own positions. And this controversy didn't

00:20:11.279 --> 00:20:13.759
end there. It became a legal and ethical headache

00:20:13.759 --> 00:20:16.539
regarding material misrepresentation. That's

00:20:16.539 --> 00:20:19.180
the most damaging part. After the sale, a leaked

00:20:19.180 --> 00:20:21.640
document surfaced allegedly prepared for potential

00:20:21.640 --> 00:20:24.799
buyers or lenders that described Red Lobster's

00:20:24.799 --> 00:20:27.220
financial health and future prospects far more

00:20:27.220 --> 00:20:29.559
optimistically than Darden Management had publicly

00:20:29.559 --> 00:20:32.160
stated when they were justifying the need to

00:20:32.160 --> 00:20:35.400
sell the struggling brand. So publicly, they're

00:20:35.400 --> 00:20:37.119
arguing the chain is struggling and they need

00:20:37.119 --> 00:20:39.579
to offload it. But privately, they're showing

00:20:39.579 --> 00:20:43.009
potential buyers a rosy future. That discrepancy

00:20:43.009 --> 00:20:45.910
led directly to a union tension fund filing a

00:20:45.910 --> 00:20:48.430
lawsuit, alleging material misrepresentation

00:20:48.430 --> 00:20:51.470
against the Darden board. The atmosphere of corporate

00:20:51.470 --> 00:20:53.990
distrust was just total. Management defended

00:20:53.990 --> 00:20:56.410
themselves, suggesting the private equity buyer

00:20:56.410 --> 00:20:58.750
might have embellished the documents. But the

00:20:58.750 --> 00:21:01.710
narrative was set. The Red Lobster sale was badly

00:21:01.710 --> 00:21:04.769
managed and likely undervalued. With Red Lobster

00:21:04.769 --> 00:21:08.049
gone, Starbird had one final, and perhaps most

00:21:08.049 --> 00:21:11.269
dramatic, target. Olive Garden. This is where

00:21:11.269 --> 00:21:13.190
corporate strategy met the everyday consumer

00:21:13.190 --> 00:21:16.029
experience in a spectacularly embarrassing way.

00:21:16.170 --> 00:21:19.680
This is the stuff of business legend. Starboard

00:21:19.680 --> 00:21:22.019
didn't just criticize. They assembled a full

00:21:22.019 --> 00:21:24.240
slate of directors ready to challenge and replace

00:21:24.240 --> 00:21:27.240
every single sitting board member. Wow. And to

00:21:27.240 --> 00:21:29.720
support this proxy fight, that is the fight to

00:21:29.720 --> 00:21:32.119
win shareholder votes, they released the now

00:21:32.119 --> 00:21:38.079
infamous colossal 294 slide presentation. 294

00:21:38.079 --> 00:21:41.740
slides of corporate failure. That is an unbelievable

00:21:41.740 --> 00:21:45.549
level of detail for an activist investor. They

00:21:45.549 --> 00:21:47.730
weren't just attacking the CEO. They were attacking

00:21:47.730 --> 00:21:49.769
the menu. And that detail was their most effective

00:21:49.769 --> 00:21:52.089
weapon. It showed that Starbird wasn't just analyzing

00:21:52.089 --> 00:21:54.369
spreadsheets. They had done deep operational

00:21:54.369 --> 00:21:57.269
research, proving how disconnected the Orlando

00:21:57.269 --> 00:21:59.809
corporate headquarters was from the actual customer

00:21:59.809 --> 00:22:03.430
experience. And they hit on specific, seemingly

00:22:03.430 --> 00:22:06.490
absurd minutia that resonated with every single

00:22:06.490 --> 00:22:08.309
person who had ever eaten at an Olive Garden.

00:22:08.509 --> 00:22:10.089
Let's start with the most famous moment, the

00:22:10.089 --> 00:22:13.650
breadstick issue. The breadsticks. Starboard

00:22:13.650 --> 00:22:16.150
analyzed the wasteful practice of serving these

00:22:16.150 --> 00:22:18.849
huge baskets of their signature unlimited breadsticks

00:22:18.849 --> 00:22:22.089
at the start of the meal. The problem? Most of

00:22:22.089 --> 00:22:24.490
those breadsticks sat, got cold, went stale,

00:22:24.509 --> 00:22:27.809
and were then tossed. This was a direct cost

00:22:27.809 --> 00:22:30.410
of food waste and a deterioration of the customer

00:22:30.410 --> 00:22:32.390
experience because they weren't getting a fresh

00:22:32.390 --> 00:22:35.069
product. And what was Starboard's proposed clinical

00:22:35.069 --> 00:22:38.210
solution? It was simple, yet brilliant in its

00:22:38.210 --> 00:22:40.329
cost -saving and quality -boosting efficiency.

00:22:41.069 --> 00:22:43.769
Serve one breadstick per customer, plus one extra

00:22:43.769 --> 00:22:46.730
for the table. Then, serve fresh ones immediately

00:22:46.730 --> 00:22:49.569
upon request. It reduced inventory costs, it

00:22:49.569 --> 00:22:52.250
maximized freshness, and it demonstrated operational

00:22:52.250 --> 00:22:54.650
discipline. It just showed the existing management

00:22:54.650 --> 00:22:56.549
was asleep at the wheel on fundamental details.

00:22:56.789 --> 00:22:58.450
And then there's the pasta water revelation,

00:22:58.569 --> 00:23:01.869
which to me is the true aha moment of this entire

00:23:01.869 --> 00:23:05.089
deep dive. The infamous pasta water. Starbird

00:23:05.089 --> 00:23:07.549
alleged that Olive Garden was not properly salting

00:23:07.549 --> 00:23:09.960
the water they used to boil their pasta. And

00:23:09.960 --> 00:23:11.940
this is a culinary basic. You salt the water

00:23:11.940 --> 00:23:13.940
for flavor. And the reason given for this omission.

00:23:14.240 --> 00:23:16.839
Reportedly, it was done to secure a slightly

00:23:16.839 --> 00:23:20.339
longer warranty on the expensive stainless steel

00:23:20.339 --> 00:23:23.099
cooking pots. You cannot be serious. Think about

00:23:23.099 --> 00:23:26.299
that tradeoff for a moment. A multibillion dollar

00:23:26.299 --> 00:23:29.039
company was jeopardizing the flavor of its core

00:23:29.039 --> 00:23:32.480
product pasta and teaching its cooks bad habits,

00:23:32.680 --> 00:23:35.299
all to save a minor cost on pot maintenance.

00:23:35.720 --> 00:23:38.940
It just crystallized the failure of the previous

00:23:38.940 --> 00:23:41.539
management to prioritize the dining experience

00:23:41.539 --> 00:23:44.299
over corporate tie pinching. Beyond the culinary

00:23:44.299 --> 00:23:47.579
crimes, Starbird also hit hard on corporate spending

00:23:47.579 --> 00:23:51.019
versus operational support. Oh, yeah. They criticized

00:23:51.019 --> 00:23:52.960
lavish spending on the corporate headquarters

00:23:52.960 --> 00:23:55.599
and all the associated perks, while simultaneously

00:23:55.599 --> 00:23:57.900
revealing that the general managers, the people

00:23:57.900 --> 00:23:59.519
actually running the stores and dealing with

00:23:59.519 --> 00:24:01.819
the customers, were paid less than their peers

00:24:01.819 --> 00:24:04.359
at competitor chains. It just demonstrated a

00:24:04.359 --> 00:24:06.460
profound misalignment between corporate self

00:24:06.460 --> 00:24:08.559
-interest and supporting the front lines. Darden

00:24:08.559 --> 00:24:11.269
management tried to fight back. defending the

00:24:11.269 --> 00:24:13.970
breadsticks as a tradition of Italian generosity.

00:24:14.410 --> 00:24:17.349
But the defense was too little, too late, and

00:24:17.349 --> 00:24:19.529
it felt highly defensive rather than strategic.

00:24:20.130 --> 00:24:22.789
The narrative of mismanagement and absurdity

00:24:22.789 --> 00:24:26.109
had taken hold. In October 2014, the situation

00:24:26.109 --> 00:24:29.369
came to a stunning conclusion. Shareholders voted

00:24:29.369 --> 00:24:31.690
in what was a decisive moment of corporate history.

00:24:31.950 --> 00:24:34.670
They voted to replace the entire board with Starboard's

00:24:34.670 --> 00:24:37.579
slate of directors. Replacing a full board is

00:24:37.579 --> 00:24:40.539
incredibly rare in corporate America. It demonstrated

00:24:40.539 --> 00:24:42.779
a complete loss of shareholder confidence and

00:24:42.779 --> 00:24:45.279
was widely labeled as an epic fail for the outgoing

00:24:45.279 --> 00:24:48.240
management team. The CEO, Clarence Otis Jr.,

00:24:48.240 --> 00:24:50.960
resigned. Gene Lee, who had been serving as interim

00:24:50.960 --> 00:24:53.299
CEO since the Starboard revolt, was named the

00:24:53.299 --> 00:24:56.940
permanent CEO in early 2015. His mandate was

00:24:56.940 --> 00:24:59.940
clear. Operational rigor, focused investment,

00:25:00.059 --> 00:25:01.720
and turning Olive Garden around using the very

00:25:01.720 --> 00:25:04.539
principles Starboard had championed. The activist

00:25:04.539 --> 00:25:06.859
intervention completely, and I mean completely,

00:25:06.980 --> 00:25:09.859
reshaped Darden's trajectory. Following the starboard

00:25:09.859 --> 00:25:12.799
-led coup d 'etat, Darden emerged leaner, disciplined,

00:25:12.980 --> 00:25:16.240
and highly focused. The chaos of 2014 gave way

00:25:16.240 --> 00:25:19.380
to a renewed discipline strategy built on aggressive,

00:25:19.539 --> 00:25:22.099
high -value mergers and acquisitions. And the

00:25:22.099 --> 00:25:24.920
first major action post -restructuring was the

00:25:24.920 --> 00:25:27.740
acquisition of Cheddar's Scratch Kitchen in 2017.

00:25:28.119 --> 00:25:31.839
They spent $780 million on that. What was the

00:25:31.839 --> 00:25:34.200
strategic appeal of Cheddar's? Cheddar's fit

00:25:34.200 --> 00:25:36.720
perfectly into their updated casual dining strategy.

00:25:37.019 --> 00:25:39.440
It offered a middle ground, casual, affordable,

00:25:39.539 --> 00:25:42.180
high volume, but with a selling point of scratch

00:25:42.180 --> 00:25:44.740
cooking, which appeals to value conscious consumers

00:25:44.740 --> 00:25:47.849
who still seek quality. It filled a critical

00:25:47.849 --> 00:25:50.029
niche between the Olive Garden Longhorn model

00:25:50.029 --> 00:25:52.430
and the specialty group. And the market loved

00:25:52.430 --> 00:25:55.109
it. Oh, the market approved. Darden shares grew

00:25:55.109 --> 00:25:57.750
nearly 9 % on the announcement day, making them

00:25:57.750 --> 00:26:00.910
the biggest gainer on the S &amp;P 500. It signaled

00:26:00.910 --> 00:26:03.690
investor confidence in the new disciplined leadership.

00:26:04.049 --> 00:26:06.710
That focus on quality and value at scale continued

00:26:06.710 --> 00:26:10.109
to pay off. But then in 2023, Darden shifted

00:26:10.109 --> 00:26:12.690
back to consolidating his luxury footprint. That's

00:26:12.690 --> 00:26:14.450
where they acquired Ruth's Hospitality Group,

00:26:14.549 --> 00:26:17.029
Inc., the owner of Ruth's Chris Steakhouse, for

00:26:17.029 --> 00:26:20.789
$715 million in an all -cash transaction. This

00:26:20.789 --> 00:26:23.170
was a classic consolidation move. Dutton already

00:26:23.170 --> 00:26:25.750
owned the Capital Grill and Eddie V's. Adding

00:26:25.750 --> 00:26:27.970
Ruth's Chris instantly cemented their dominance

00:26:27.970 --> 00:26:30.349
in the fine dining steakhouse segment. It gives

00:26:30.349 --> 00:26:32.390
them unparalleled pricing power. And synergy

00:26:32.390 --> 00:26:34.930
opportunities in real estate, supply chain, and

00:26:34.930 --> 00:26:37.190
back -of -house operations in that specialized

00:26:37.190 --> 00:26:39.849
sector. And they haven't slowed down. Their most

00:26:39.849 --> 00:26:42.369
recent recorded acquisition continues to fill

00:26:42.369 --> 00:26:44.630
out the casual dining map. That's the acquisition

00:26:44.630 --> 00:26:47.109
of the Tex -Mex chain shoes, which they completed

00:26:47.109 --> 00:26:50.509
in October 2024. This shows Darden's current

00:26:50.509 --> 00:26:53.079
strategy. They have their fine dining segment

00:26:53.079 --> 00:26:54.980
locked down, and now they are systematically

00:26:54.980 --> 00:26:58.559
adding proven, strong, regional, casual dining

00:26:58.559 --> 00:27:01.819
chains to achieve truly comprehensive market

00:27:01.819 --> 00:27:04.599
coverage across all major food types. Italian,

00:27:04.819 --> 00:27:07.740
Tex -Mex, steak, seafood, and Caribbean. Let's

00:27:07.740 --> 00:27:09.619
just review the sheer scale of the operation

00:27:09.619 --> 00:27:11.980
today, because the numbers confirm that the starboard

00:27:11.980 --> 00:27:13.940
-imposed operational discipline has paid off

00:27:13.940 --> 00:27:15.779
handsomely. We're talking about a global footprint.

00:27:16.059 --> 00:27:19.420
We are. Darden now operates 2 ,181 locations

00:27:19.420 --> 00:27:22.789
across the U .S., Canada, Mexico, Brazil, Costa

00:27:22.789 --> 00:27:25.789
Rica, El Salvador, and Panama. This is a vast,

00:27:25.869 --> 00:27:28.529
sophisticated machine. And their financial health

00:27:28.529 --> 00:27:31.730
in 2024 confirmed this success. $11 .4 billion

00:27:31.730 --> 00:27:35.710
in revenue, leading to $1 .31 billion in operating

00:27:35.710 --> 00:27:39.109
income and over $1 billion in net income. And

00:27:39.109 --> 00:27:41.549
if we summarize the current 10 key brands in

00:27:41.549 --> 00:27:44.509
the portfolio, you clearly see that two -pillar

00:27:44.509 --> 00:27:46.829
strategy, casual volume versus specialty margin.

00:27:47.069 --> 00:27:51.099
That defines Darden today. Absolutely. On the

00:27:51.099 --> 00:27:53.339
fine dining side, you have the high margin bespoke

00:27:53.339 --> 00:27:56.319
experiences. The Capital Grill, Eddie V's Prime

00:27:56.319 --> 00:27:58.559
Seafood, and the newly integrated Ruth's Crisp

00:27:58.559 --> 00:28:01.039
Steakhouse. These are premium brands where the

00:28:01.039 --> 00:28:03.799
average check is high and the experience is the

00:28:03.799 --> 00:28:05.900
product. And then the high volume engine of the

00:28:05.900 --> 00:28:08.380
casual dining machine. Olive Garden, Longhorn

00:28:08.380 --> 00:28:11.559
Steakhouse, Bahama Breeze, Seasons 52, Yardhouse,

00:28:11.819 --> 00:28:15.059
Cheddar Scratch Kitchen, and Chews. This portfolio

00:28:15.059 --> 00:28:17.559
is just built to be resilient, capable of catering

00:28:17.559 --> 00:28:20.160
to virtually any family or business dining need.

00:28:20.339 --> 00:28:23.039
It's a meticulously balanced ecosystem. If the

00:28:23.039 --> 00:28:25.640
economy slows, customers might trade down from

00:28:25.640 --> 00:28:28.259
Ruth's Chris to Longhorn or Olive Garden, but

00:28:28.259 --> 00:28:30.799
Darden still captures that revenue. If the economy

00:28:30.799 --> 00:28:33.200
is booming, consumers move to their high -margin

00:28:33.200 --> 00:28:35.839
fine dining experiences. Finally, for a company

00:28:35.839 --> 00:28:37.720
this scale, we have to look at how they handle

00:28:37.720 --> 00:28:39.920
corporate responsibility, specifically concerning

00:28:39.920 --> 00:28:42.440
their massive supply chain and animal welfare

00:28:42.440 --> 00:28:44.779
commitments, which are complex and constantly

00:28:44.779 --> 00:28:47.529
scrutinized. Right. And these policy commitments

00:28:47.529 --> 00:28:50.170
are where Darden directly intersects with public

00:28:50.170 --> 00:28:53.470
advocacy groups. Back in 2016, they made initial

00:28:53.470 --> 00:28:55.990
policies phasing out battery cage eggs in the

00:28:55.990 --> 00:28:59.109
U .S. by 2018 and committed to phasing out created

00:28:59.109 --> 00:29:02.710
pork by 2025. Which are significant logistical

00:29:02.710 --> 00:29:05.109
shifts for a company buying supplies in the millions

00:29:05.109 --> 00:29:07.769
of pounds. Huge shifts. But those initial steps

00:29:07.769 --> 00:29:10.049
weren't enough to satisfy activist groups, were

00:29:10.049 --> 00:29:12.589
they? No. Because simply addressing housing doesn't

00:29:12.589 --> 00:29:15.250
solve the entire welfare picture. A coalition

00:29:15.250 --> 00:29:18.109
of environmental and animal welfare groups continued

00:29:18.109 --> 00:29:20.490
to criticize Darden for sourcing from intensive

00:29:20.490 --> 00:29:23.049
conditions that still involve practices like

00:29:23.049 --> 00:29:25.589
the routine use of antibiotics in animals. And

00:29:25.589 --> 00:29:27.910
that isn't just an ethical issue. It's a major

00:29:27.910 --> 00:29:30.269
public health concern regarding antibiotic resistance.

00:29:30.859 --> 00:29:33.480
Exactly. And that public health pressure led

00:29:33.480 --> 00:29:36.799
to a much more specific commitment in 2019 regarding

00:29:36.799 --> 00:29:39.859
chicken. Darden committed to stopping the sourcing

00:29:39.859 --> 00:29:41.519
of meat from chickens treated with medically

00:29:41.519 --> 00:29:44.900
important antibiotics by 2023. Implementing a

00:29:44.900 --> 00:29:47.160
commitment like this is a multimillion dollar

00:29:47.160 --> 00:29:50.079
proposition. It requires working with thousands

00:29:50.079 --> 00:29:52.759
of different suppliers to change decades of farming

00:29:52.759 --> 00:29:55.259
practice, which impacts everything from feed

00:29:55.259 --> 00:29:58.180
costs to production stability. And even their

00:29:58.180 --> 00:29:59.960
cage free egg commitment, which they thought

00:29:59.960 --> 00:30:01.900
was settled, had to be expanded due to external

00:30:01.900 --> 00:30:04.500
pressure. That's right. The Open Wing Alliance

00:30:04.500 --> 00:30:07.740
specifically called out Darden in 2022 for insufficient

00:30:07.740 --> 00:30:10.079
progress and for limiting their initial commitment

00:30:10.079 --> 00:30:13.519
only to domestic operations. This pressure forced

00:30:13.519 --> 00:30:16.359
Darden to expand its cage -free egg policy to

00:30:16.359 --> 00:30:18.420
include all international locations as well,

00:30:18.539 --> 00:30:21.839
pushing the deadline out to 2027. This continuous

00:30:21.839 --> 00:30:24.039
evolution shows that for a company like Darden,

00:30:24.160 --> 00:30:27.039
policy is often reactive. The speed and scope

00:30:27.039 --> 00:30:29.619
of change are driven by constant, organized external

00:30:29.619 --> 00:30:31.759
demands for accountability across their entire

00:30:31.759 --> 00:30:34.160
global footprint. So we've gone from a single

00:30:34.160 --> 00:30:36.500
restaurant started by a 19 -year -old through

00:30:36.500 --> 00:30:39.220
five decades of corporate consolidation to a

00:30:39.220 --> 00:30:42.400
global giant now wrestling with the ethical complexities

00:30:42.400 --> 00:30:45.039
of its supply chain, all while still managing

00:30:45.039 --> 00:30:47.500
the basics of salting pasta water. The Darden

00:30:47.500 --> 00:30:50.130
story is an extraordinary journey. It's a complete

00:30:50.130 --> 00:30:52.650
masterclass in how corporate transformation works,

00:30:52.829 --> 00:30:55.549
how a founder's vision, when paired with the

00:30:55.549 --> 00:30:57.670
capital of General Mills, can achieve national

00:30:57.670 --> 00:31:00.849
scale. But it's also a demonstration of how a

00:31:00.849 --> 00:31:03.650
massive, successful corporation can become so

00:31:03.650 --> 00:31:06.650
bloated and complacent that it requires the brutal

00:31:06.650 --> 00:31:09.150
discipline of activist investors to realign its

00:31:09.150 --> 00:31:11.269
priorities. The transformation was ultimately

00:31:11.269 --> 00:31:13.730
successful because Darden learned to manage two

00:31:13.730 --> 00:31:17.170
conflicting universes. the volume -driven, standardized

00:31:17.170 --> 00:31:19.650
operation of Olive Garden, and the precision,

00:31:19.849 --> 00:31:22.049
high -touch luxury required at the Capitol Grill

00:31:22.049 --> 00:31:24.990
and Ruth's Chris. That ability to manage extreme

00:31:24.990 --> 00:31:27.630
cognitive dissonance is their core strength today.

00:31:27.910 --> 00:31:30.170
But the truly unforgettable takeaway from this

00:31:30.170 --> 00:31:32.470
entire deep dive remains the starboard value

00:31:32.470 --> 00:31:35.230
fight. It demonstrated that corporate battles

00:31:35.230 --> 00:31:37.289
are not won just through high -level financial

00:31:37.289 --> 00:31:39.869
maneuvers, but often through the shocking revelation

00:31:39.869 --> 00:31:43.680
of micro -operational failures. The idea that

00:31:43.680 --> 00:31:45.740
the future leadership of a multibillion -dollar

00:31:45.740 --> 00:31:48.279
corporation could hinge on whether or not they

00:31:48.279 --> 00:31:50.880
were serving fresh breadsticks or whether they

00:31:50.880 --> 00:31:54.019
had prioritized a pot warranty over the flavor

00:31:54.019 --> 00:31:57.970
of their core product, it's profound. It's absurd,

00:31:58.150 --> 00:32:00.910
yet entirely real. And it raises a vital question

00:32:00.910 --> 00:32:03.630
for you, the learner, to consider. Darden's failure

00:32:03.630 --> 00:32:05.910
was highly visible because their product is food.

00:32:06.009 --> 00:32:08.569
It's something everyone tastes and judges. But

00:32:08.569 --> 00:32:11.269
in a world of complex information overloaded

00:32:11.269 --> 00:32:13.789
corporations operating with razor thin margins

00:32:13.789 --> 00:32:16.809
and massive scale, how many other major companies

00:32:16.809 --> 00:32:20.809
in tech, logistics, finance or energy have multibillion

00:32:20.809 --> 00:32:22.930
dollar issues that could be solved simply by

00:32:22.930 --> 00:32:26.230
correcting a tiny, easily fixed, but deeply ingrained

00:32:26.230 --> 00:32:36.740
operation? A question that might make you look

00:32:36.740 --> 00:32:39.640
at your next plate of pasta with a bit more scrutiny.

00:32:40.240 --> 00:32:42.380
Thank you for joining us for the Deep Dive.
