UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 26, 2014
DARLING INGREDIENTS INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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001-13323 |
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36-2495346 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
251 OCONNOR RIDGE BLVD., SUITE 300, IRVING, TEXAS 75038
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (972) 717-0300
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On December 26, 2014, Darling Ingredients Inc. (the Company) issued a press release announcing that it expected to benefit
from the newly signed into law Tax Increase Prevention Act of 2014, which reinstated retroactively the federal biodiesel mixture excise tax credit for 2014.
A copy of the press release is filed as Exhibit 99.1.
This Current Report, including Exhibit 99.1, contains forward-looking statements regarding the business operations and prospects of Darling
Ingredients Inc. and industry factors affecting it. These statements are identified by words such as believe, anticipate, expect, estimate, intend, could, may,
will, should, planned, potential, continue, momentum, and other words referring to events that may occur in the future. These statements reflect Darling Ingredients
current view of future events and are based on its assessment of, and are subject to, a variety of risks and uncertainties beyond its control, each of which could cause actual results to differ materially from those indicated in the forward-looking
statements. These factors include, among others, existing and unknown future limitations on the ability of the Companys direct and indirect subsidiaries to upstream their profits to the Company for payments on the Companys indebtedness
or other purposes; general performance of the U.S. and global economies; disturbances in world financial, credit, commodities and stock markets; any decline in consumer confidence and discretionary spending, including the inability of consumers and
companies to obtain credit due to lack of liquidity in the financial markets; volatile prices for natural gas and diesel fuel; climate conditions; unanticipated costs or operating problems related to the acquisition and integration of Rothsay and
Darling Ingredients International (including transactional costs and integration of the new enterprise resource planning (ERP) system); global demands for bio-fuels and grain and oilseed commodities, which have exhibited volatility, and can impact
the cost of feed for cattle, hogs and poultry, thus affecting available rendering feedstock and selling prices for the Companys products; reductions in raw material volumes available to the Company due to weak margins in the meat production
industry as a result of higher feed costs, reduced consumer demand or other factors, reduced volume from food service establishments, reduced demand for animal feed, or otherwise; reduced finished product prices; changes to worldwide government
policies relating to renewable fuels and greenhouse gas emissions that adversely affect programs like the National Renewable Fuel Standard Program (RFS2) and tax credits for biofuels both in the U.S. and abroad; possible product recall resulting
from developments relating to the discovery of unauthorized adulterations to food or food additives; the occurrence of Bird Flu including, but not limited to H1N1 flu, bovine spongiform encephalopathy (or BSE), porcine epidemic diarrhea
(PED) or other diseases associated with animal origin in the U.S. or elsewhere; unanticipated costs and/or reductions in raw material volumes related to the Companys compliance with the existing or unforeseen new U.S. or foreign
regulations (including, without limitation, China) affecting the industries in which the Company operates or its value added products (including new or modified animal feed, Bird Flu, PED or BSE or similar or unanticipated regulations); risks
associated with the renewable diesel plant in Norco, Louisiana owned and operated by a joint venture between Darling Ingredients and Valero Energy Corporation, including possible unanticipated operating disruptions; risks relating to possible third
party claims of intellectual property infringement; increased contributions to the Companys pension and benefit plans, including multiemployer and employer-sponsored defined benefit pension plans as required by legislation, regulation or other
applicable U.S. or foreign law or resulting from a U.S. mass withdrawal event; bad debt write-offs; loss of or failure to obtain necessary permits and registrations; continued or escalated conflict in the Middle East, North Korea, Ukraine or
elsewhere; and/or unfavorable export or import markets. Other risks and uncertainties regarding Darling Ingredients Inc., its business and the industries in which it operates are referenced from time to time in the Companys filings with the
Securities and Exchange Commission. Darling Ingredients Inc. is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or
otherwise.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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99.1 |
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Press release dated December 26, 2014. |
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SIGNATURES
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.
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DARLING INGREDIENTS INC. |
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Date: December 26, 2014 |
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By: |
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/s/ John F. Sterling |
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John F. Sterling |
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Executive Vice President, |
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General Counsel |
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EXHIBIT LIST
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99.1 |
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Press release dated December 26, 2014. |
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Exhibit 99.1 |
News Release
DARLING
INGREDIENTS INC. TO BENEFIT FROM BIODIESEL TAX CREDIT
December 26 , 2014 IRVING, Texas Darling
Ingredients Inc. (NYSE: DAR) announced today that it expects to benefit from the newly signed into law Tax Increase Prevention Act of 2014, which reinstated retroactively the federal biodiesel mixture excise tax credit for 2014. The
amount of the retroactive credit for Fiscal 2014 is estimated to result in a net benefit to Darling of approximately $65 million. A significant portion of this credit will be attributable to Diamond Green Diesel, Darlings 50/50 joint venture
with Valero Energy Services Corporation. It is anticipated that Diamond Green Diesel will use a portion of the proceeds to retire debt, with the excess proceeds to be distributed as a dividend to its joint venture partners.
About Darling
Darling Ingredients Inc. is the
worlds largest publicly-traded developer and producer of sustainable natural ingredients from edible and inedible bio-nutrients, creating a wide range of ingredients and customized specialty solutions for customers in the pharmaceutical, food,
pet food, feed, technical, fuel, bioenergy and fertilizer industries. With operations on five continents, the Company collects and transforms all aspects of animal by-product streams into useable and specialty ingredients, such as gelatin, edible
fats, feed-grade fats, animal proteins and meals, plasma, pet food ingredients, organic fertilizers, yellow grease, fuel feedstocks, green energy, natural casings and hides. The Company also recovers and converts used cooking oil and commercial
bakery residuals into valuable feed and fuel ingredients. In addition, the Company provides grease trap services to food service establishments, environmental services to food processors and sells restaurant cooking oil delivery and collection
equipment. For additional information, visit the Companys website at http://ir.darlingii.com.
{This media release contains
forward-looking statements regarding the business operations and prospects of Darling Ingredients Inc. and industry factors affecting it. These statements are identified by words such as believe, anticipate,
expect, estimate, intend, could, may, will, should, planned, potential, continue, momentum, and other words referring
to events that may occur in the future. These statements reflect Darling Ingredients current view of future events and are based on its assessment of, and are subject to, a variety of risks and uncertainties beyond its control, each of which
could cause actual results to differ materially from those indicated in the forward-looking statements. These factors include, among others, existing and unknown future limitations on the ability of the Companys direct and indirect
subsidiaries to upstream their profits to the Company for payments on the Companys indebtedness or other purposes; general
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News Release December 26, 2014
Page 2 |
performance of the U.S. and global economies; disturbances in world financial, credit, commodities and stock markets; any decline in consumer confidence and discretionary spending, including the
inability of consumers and companies to obtain credit due to lack of liquidity in the financial markets; volatile prices for natural gas and diesel fuel; climate conditions; unanticipated costs or operating problems related to the acquisition and
integration of Rothsay and Darling Ingredients International (including transactional costs and integration of the new enterprise resource planning (ERP) system); global demands for bio-fuels and grain and oilseed commodities, which have
exhibited volatility, and can impact the cost of feed for cattle, hogs and poultry, thus affecting available rendering feedstock and selling prices for the Companys products; reductions in raw material volumes available to the Company due to
weak margins in the meat production industry as a result of higher feed costs, reduced consumer demand or other factors, reduced volume from food service establishments, reduced demand for animal feed, or otherwise; reduced finished product
prices; changes to worldwide government policies relating to renewable fuels and greenhouse gas emissions that adversely affect programs like the National Renewable Fuel Standard Program (RFS2) and tax credits for biofuels both in the U.S. and
abroad; possible product recall resulting from developments relating to the discovery of unauthorized adulterations to food or food additives; the occurrence of Bird Flu including, but not limited to H1N1 flu, bovine spongiform
encephalopathy (or BSE), porcine epidemic diarrhea (PED) or other diseases associated with animal origin in the U.S. or elsewhere; unanticipated costs and/or reductions in raw material volumes related to the
Companys compliance with the existing or unforeseen new U.S. or foreign regulations (including, without limitation, China) affecting the industries in which the Company operates or its value added products (including new or modified animal
feed, Bird Flu, PED or BSE or similar or unanticipated regulations); risks associated with the renewable diesel plant in Norco, Louisiana owned and operated by a joint venture between Daring Ingredients and Valero Energy Corporation, including
possible unanticipated operating disruptions; risks relating to possible third party claims of intellectual property infringement; increased contributions to the Companys pension and benefit plans, including multiemployer and
employer-sponsored defined benefit pension plans as required by legislation, regulation or other applicable U.S. or foreign law or resulting from a U.S. mass withdrawal event; bad debt write-offs; loss of or failure to obtain necessary permits and
registrations; continued or escalated conflict in the Middle East, North Korea, Ukraine or elsewhere; and/or unfavorable export or import markets. Other risks and uncertainties regarding Darling Ingredients Inc., its business and the
industries in which it operates are referenced from time to time in the Companys filings with the Securities and Exchange Commission. Darling Ingredients Inc. is under no obligation to (and expressly disclaims any such obligation to) update or
alter its forward-looking statements whether as a result of new information, future events or otherwise.}
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For More Information, contact: |
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Melissa A. Gaither, Director Investor Relations |
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251 OConnor Ridge Blvd., Suite 300 |
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Irving, Texas 75038 |
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Phone: 972-717-0300 |
Darling Ingredients (NYSE:DAR)
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