IRVING, Texas, March 27, 2019 /PRNewswire/ -- Darling
Ingredients Inc. (NYSE: DAR) ("Darling" or the "Company") today
announced the commencement of a cash tender offer (the "Tender
Offer") for any and all of its outstanding 5.375% 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 March 27, 2019 (as it
may be amended or supplemented, the "Offer to Purchase"), the
related letter of transmittal (as it may be amended or
supplemented, the "Letter of Transmittal") and the related notice
of guaranteed delivery (as it may be amended or supplemented, the
"Notice of Guaranteed Delivery").
The following table sets forth the material pricing terms of the
Tender Offer:
Title of
Security
|
CUSIP
Numbers/ISINs
|
Principal Amount
Outstanding
|
Purchase
Price
|
5.375% Senior
Notes due 2022
|
237266 AG6 /
US237266AG66
144A (CUSIP/ISIN):
237264 AA4 / US237264AA49
Regulation S
(CUSIP/ISIN): U23534 AA5 / USU23534AA57
|
$500,000,000
|
$1,015.25(*)
|
_________________________________
|
*Per $1,000 principal
amount of Notes.
|
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 5:00
p.m., New York City time,
on April 2, 2019, unless extended
(such time and date, as the same may be extended, the "Expiration
Time"), or who deliver to D.F. King & Co., Inc. ("D.F. King") a
properly completed and duly executed Notice of Guaranteed Delivery
at or prior to the Expiration Time will be eligible to receive in
cash $1,015.25 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
April 3, 2019 (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 April 5, 2019.
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.
Tendered Notes may be validly withdrawn from the Tender Offer at
any time (i) at or prior to the earlier of (x) the
Expiration Time, 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 Darling of a number of conditions
as set forth in the Offer to Purchase, including the completion by
Darling of a proposed debt financing on terms reasonably
satisfactory to Darling, in its sole discretion and subject to
applicable law (the "Debt Financing"), generating net proceeds in
an amount that, together with cash on hand, 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. Darling may amend, extend or terminate the Tender
Offer in its sole discretion and subject to applicable law.
Darling has retained BofA Merrill Lynch to serve as dealer
manager for the Tender Offer. Darling has appointed D.F. King
to serve as the tender agent and information agent for the Tender
Offer.
For additional information regarding the terms of the Tender
Offer, please contact BofA Merrill Lynch at (888) 292-0070
(toll-free) or (980) 387-5602 (collect). Questions regarding
the Tender Offer should be directed to D.F. King at
(212) 269-5550 (banks and brokers) or (800) 591-6313 (all
others) or email dar@dfking.com. Documents for the Tender
Offer, including the Offer to Purchase, Letter of Transmittal and
Notice of Guaranteed Delivery, are available at www.dfking.com/dar,
and may also be obtained by contacting D.F. King by telephone.
Darling plans to redeem any Notes that remain outstanding after
the completion of the Tender Offer. The current redemption price of
the Notes, excluding accrued but unpaid interest, is 101.344% of
their principal amount, which is less than the Purchase Price. This
announcement does not constitute a notice of redemption or an
obligation to issue a notice of redemption. There can be no
assurance that any Notes that remain outstanding after the
completion of the Tender Offer will be redeemed or otherwise
repurchased.
None of Darling or its directors, the dealer manager, D.F. King
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, the related Letter of Transmittal
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 Darling 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 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 collagen, 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.
The Company sells its products domestically and internationally and
operates within three industry segments: Feed Ingredients, Food
Ingredients and Fuel Ingredients.
Cautionary Statements Regarding Forward-Looking
Information:
This announcement 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 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 U.S. government's renewable fuel standard,
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"), severe acute respiratory syndrome, bovine spongiform
encephalopathy ("BSE"), porcine epidemic diarrhea ("PED") or other
diseases associated with animal origin in the United States or elsewhere, such as the
recent African Swine Fever ("ASF") outbreak in China; 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
(including new or modified animal feed, Bird Flu, PED, BSE, ASF or
similar or unanticipated regulations) affecting the industries in
which the Company operates or its value added products; risks
associated with the Diamond Green Diesel joint venture, including
possible unanticipated operating disruptions and issues relating to
the announced expansion project; risks and uncertainties relating
to international sales and operations, including imposition of
tariffs, quotas, trade barriers and other trade protections imposed
by foreign countries; difficulties or a significant disruption in
the Company's information systems or failure to implement new
systems and software successfully, including the Company's 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 new information,
future events or otherwise.
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SOURCE Darling Ingredients Inc.