IRVING, Texas, April 23, 2018 /PRNewswire/ -- Darling
Ingredients Inc. (NYSE: DAR) ("Darling" or the "Company") today
announced that Darling Global Finance B.V. ("DG Finance"), an
indirect, wholly-owned subsidiary of the Company incorporated under
the laws of The Netherlands, has
commenced a cash tender offer (the "Tender Offer") for any and all
of DG Finance's outstanding 4.75% Senior Notes due 2022 (the
"Notes"). The Tender Offer is being made on the terms and
subject to the conditions set forth in the offer to purchase dated
April 23, 2018 (as it may be amended
or supplemented, the "Offer to Purchase") and the related notice of
guaranteed delivery (as it may be amended or supplemented, the
"Notice of Guaranteed Delivery").
The Tender Offer will expire at 3:00 p.m., London time (10:00
a.m., New York City time),
on May 2, 2018, unless extended (such
time and date, as the same may be extended, the "Expiration Time")
or otherwise terminated as described in the Offer to
Purchase. Holders (as defined in the Offer to Purchase) of
Notes who validly tender (and do not validly withdraw) their Notes
in the Tender Offer at or prior to the Expiration Time, or who
deliver to Lucid Issuer Services Limited ("Lucid") a properly
completed and duly executed Notice of Guaranteed Delivery at or
prior to the Expiration Time, and tender their Notes at or prior to
the Notice of Guaranteed Delivery Date (as defined in the Offer to
Purchase), in accordance with the instructions set forth in the
Offer to Purchase, will receive in cash €1,027.45 per €1,000
principal amount of Notes (the "Purchase Price") validly tendered
and accepted for purchase pursuant to the Tender Offer, plus
accrued and unpaid interest ("Accrued Interest") from the last
interest payment date for the Notes to, but excluding, the
settlement date, which is expected to be May
3, 2018 (the "Settlement Date"). With respect to Notes
tendered and accepted for purchase, if any, pursuant to the
guaranteed delivery procedures described in the Offer to Purchase,
the Holders thereof will receive payment of the Purchase Price for
such Notes, plus Accrued Interest to, but excluding, the Settlement
Date, on the Guaranteed Delivery Settlement Date (as defined in the
Offer to Purchase), which is expected to be May 8, 2018. For the avoidance of doubt, Accrued
Interest will cease to accrue on the Settlement Date for all Notes
accepted for purchase pursuant to the Tender Offer, including those
tendered pursuant to the guaranteed delivery procedures. DG
Finance plans to redeem any Notes that remain outstanding after the
completion of the Tender Offer. This announcement does not
constitute a notice of redemption or an obligation to issue a
notice of redemption.
The following table sets forth the material pricing terms of the
Tender Offer:
Title of
Security
|
Common
Codes/ISINs
|
Principal Amount
Outstanding
|
Purchase
Price
|
4.75% Senior
Notes due 2022
|
144A (Common
Code/ISIN):124098645/XS1240986452
Regulation S (Common
Code/ISIN):124098475/XS1240984754
|
€515,000,000
|
€1,027.45(*)
|
__________________________
|
*Per €1,000 principal
amount of Notes.
|
Tendered Notes may be validly withdrawn from the Tender Offer at
any time (i) at or prior to the earlier of
(x) 3:00 p.m., London
time (10:00 a.m., New York City time), on May 2, 2018, unless the Tender Offer is extended,
and (y) in the event that the Tender Offer is extended, the
tenth business day after commencement of the Tender Offer, and
(ii) after the 60th business day after commencement of
the Tender Offer if for any reason the Tender Offer has not been
consummated within 60 business days of the commencement of the
Tender Offer. The Tender Offer is subject to the satisfaction
or waiver by DG Finance of a number of conditions as set forth in
the Offer to Purchase, including the completion by DG Finance of a
proposed debt financing on terms reasonably satisfactory to DG
Finance, in its sole discretion and subject to applicable law (the
"Debt Financing"), generating net proceeds in an amount that,
together with borrowings under Darling's revolving credit facility,
is sufficient to effect the repurchase of the Notes validly
tendered and accepted for purchase pursuant to the Tender Offer,
including the payment of any Accrued Interest and costs and
expenses incurred in connection therewith. DG Finance may
amend, extend or terminate the Tender Offer in its sole discretion
and subject to applicable law.
DG Finance has retained BNP Paribas to serve as dealer manager
for the Tender Offer. DG Finance has appointed Lucid to serve
as the tender and information agent for the Tender Offer.
For additional information regarding the terms of the Tender
Offer, please contact BNP Paribas at +44 207 595 8668. Questions
regarding the Tender Offer should be directed to Lucid at +44 20
7704 0880 or email darling@lucid-is.com. Documents for the Tender
Offer, including the Offer to Purchase and Notice of Guaranteed
Delivery, are available at www.lucid-is.com/darling, and may also
be obtained by contacting Lucid by telephone.
None of DG Finance or its directors, the dealer manager, Lucid
or the trustee for the Notes, or any of their respective
affiliates, is making any recommendation as to whether Holders
should tender any Notes in response to the Tender Offer.
Holders must make their own decision as to whether to tender any of
their Notes and, if so, the principal amount of Notes to
tender.
This announcement is for informational purposes only and does
not constitute an offer to buy or the solicitation of an offer to
sell securities. The Tender Offer is being made solely by
means of the Offer to Purchase and the Notice of Guaranteed
Delivery. In those jurisdictions where the securities, blue
sky or other laws require the Tender Offer to be made on behalf of
DG Finance by a licensed broker or dealer, the Tender Offer will be
deemed to be made by the dealer manager or one or more registered
brokers or dealers licensed under the laws of such jurisdiction.
This announcement does not constitute an offer to sell or a
solicitation of an offer to buy any securities or other financial
instruments that may be issued or otherwise incurred in connection
with the Debt Financing.
About Darling
Darling Ingredients Inc. is a global 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, industrial, fuel, bioenergy and fertilizer industries.
With operations in over 200 locations across 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 recycled oils (used cooking oil and
animal fats) into valuable feed and fuel ingredients and collects
and processes residual bakery products into feed ingredients. In
addition, the Company provides environmental services, such as
grease trap collection and disposal services to food service
establishments and disposal services for waste solids from the
wastewater treatment systems of industrial food processing
plants.
Cautionary Statements Regarding Forward-Looking
Information:
This announcement contains "forward-looking" statements
regarding the business operations and prospects of Darling
Ingredients Inc., including its Diamond
Green Diesel joint venture, 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,"
"assumption," and other words referring to events that may occur in
the future. These statements reflect the Company's 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 Company's direct and indirect subsidiaries to make
their cash flow available to the Company for payments on the
Company's indebtedness or other purposes; 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 Company's 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, or otherwise; reduced demand for animal feed;
reduced finished product prices, including a decline in fat and
used cooking oil finished product prices; changes to worldwide
government policies relating to renewable fuels and greenhouse gas
emissions that adversely affect programs like the Renewable Fuel
Standards Program, low carbon fuel standards and tax credits for
biofuels both in the United States
and abroad; possible product recall resulting from developments
relating to the discovery of unauthorized adulterations to food or
food additives; the occurrence of 2009 H1N1 flu (initially known as
"Swine Flu"), highly pathogenic strains of avian influenza
(collectively known as "Bird Flu"), bovine spongiform
encephalopathy (or "BSE"), porcine epidemic diarrhea ("PED") or
other diseases associated with animal origin in the United States or elsewhere; unanticipated
costs and/or reductions in raw material volumes related to the
Company's compliance with the existing or unforeseen new U.S. or
foreign (including, without limitation, China) regulations 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 the Company and
Valero Energy Corporation, including possible unanticipated
operating disruptions and issues related to the announced expansion
project; difficulties or a significant disruption in our
information systems or failure to implement new systems and
software successfully, including our ongoing enterprise resource
planning project; risks relating to possible third party claims of
intellectual property infringement; increased contributions to the
Company's 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; uncertainty regarding the likely exit of the U.K. from
the European Union; and/or unfavorable export or import markets.
These factors, coupled with volatile prices for natural gas and
diesel fuel, climate conditions, currency exchange fluctuations,
general performance of the U.S. and global economies, disturbances
in world financial, credit, commodities and stock markets, and 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, among others,
could negatively impact the Company's results of operations. Among
other things, future profitability may be affected by the Company's
ability to grow its business, which faces competition from
companies that may have substantially greater resources than the
Company. Other risks and uncertainties regarding the Company, its
business and the industries in which it operates are referenced
from time to time in the Company's filings with the Securities and
Exchange Commission. The Company is under no obligation to (and
expressly disclaims any such obligation to) update or alter its
forward-looking statements whether as a result of changes in
circumstances, new events or otherwise.