IRVING, Texas, March 28, 2019 /PRNewswire/ -- Darling
Ingredients Inc. (NYSE: DAR) ("Darling" or the "Company") today
announced that it has priced a private offering of $500 million in aggregate principal amount of its
5.25% unsecured senior notes due 2027 (the "Notes"). The
Notes were priced at 100% of their face amount. The offering is
expected to close on April 3, 2019,
subject to the satisfaction of customary closing conditions.
The gross proceeds from the offering of the Notes, together with
cash on hand, are expected to be used to refinance all of the
Company's 5.375% Senior Notes due 2022 by cash tender offer for
those notes, and, if and to the extent necessary, redemption of
those notes, and to pay any applicable premiums for the
refinancing, to pay the discount of the initial purchasers of the
Notes and to pay the other fees and expenses related to the
offering of the Notes.
The Notes will be offered in the
United States to persons reasonably believed to be qualified
institutional buyers in reliance on Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and
outside the United States to
non‑U.S. persons in reliance on Regulation S under the
Securities Act. The Notes will not be registered under the
Securities Act or any state securities laws and, unless so
registered, may not be offered or sold in the United States except pursuant to an
applicable exemption from the registration requirements of the
Securities Act and applicable state securities laws.
This media release shall not constitute an offer to sell or the
solicitation of an offer to buy the Notes, nor shall there be any
offer to sell, solicitation of an offer to buy or sale of the
Notes, in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or other
jurisdiction.
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.
For More Information, contact:
Melissa A. Gaither, VP IR and
Global Communications
Email: mgaither@darlingii.com
251 O'Connor Ridge Blvd., Suite 300, Irving, Texas 75038
Phone: 972‑281-4478
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SOURCE Darling Ingredients Inc.