IRVING,
Texas, Aug. 17, 2022 /PRNewswire/ -- Darling
Ingredients Inc. (NYSE: DAR) ("Darling" or the "Company") today
announced the closing of its private offering of $250.0 million aggregate principal amount of its
unsecured senior notes due 2030 (the "add-on notes"). The add-on
notes were issued as additional notes under the same indenture (the
"base indenture"), as supplemented by a supplemental indenture
(together with the "base indenture", the "indenture") as Darling's
existing 6% senior notes due 2030, $750.0
million in aggregate principal amount of which were issued
on June 9, 2022 (the "initial
notes"). The add-on notes have the same terms as the initial notes
(other than issue date and issue price) and will, together with the
initial notes, constitute a single class of securities under the
indenture. The add-on notes bear interest at 6% per annum, payable
semi-annually in arrears on June 15
and December 15 of each year,
commencing on December 15, 2022.
Interest on the add-on notes will accrue from, and including,
June 9, 2022, the first day of the
current interest period for the initial notes. The add-on
notes will be guaranteed by all of Darling's subsidiaries that are
"restricted subsidiaries" under the indenture (other than foreign
subsidiaries and other than Valley Proteins, LLC and Valley
Proteins (DE), LLC, which guarantee the senior secured facilities
(as defined below) and will guarantee the initial notes and the
add-on notes within 20 business days of the date that such entities
guaranteed the senior secured facilities) that are borrowers under
or that guarantee Darling's senior secured credit facilities under
its second amended and restated credit agreement dated January 6, 2014, as amended ("senior secured
facilities").
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Darling intends to use the proceeds from the offering of the
add-on notes (i) for general corporate purposes, including the
repayment of indebtedness and (ii) to pay the costs, commissions,
fees, and expenses incurred in connection with the offering of the
add-on notes (including the initial purchasers' discount). Darling
may temporarily apply proceeds to reduce revolving credit
indebtedness or invest in cash equivalents, U.S. government
securities and other high-quality debt investments pending
application of the proceeds.
The add-on notes and related guarantees 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 add-on notes and related
guarantees 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 press release shall not constitute an offer to sell or the
solicitation of an offer to buy the add-on notes and related
guarantees, nor shall there be any offer to sell, solicitation of
an offer to buy or sale of the add-on notes and related guarantees,
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. (NYSE: DAR) is the largest publicly
traded company turning food waste into sustainable products and a
leading producer of renewable energy. Recognized as a
sustainability leader, the company operates 250 plants in 17
countries and repurposes nearly 15% of the world's meat industry
waste streams into value-added products, such as green energy,
renewable diesel, collagen, fertilizer, animal proteins and meals
and pet food ingredients.
Cautionary Statements Regarding Forward-Looking
Information
This press release contains "forward-looking" statements that
are subject to risks and uncertainties that could cause actual
results to differ materially from those expressed or implied in the
statements. Statements that are not statements of historical facts
are "forward-looking" statements and are made pursuant to the safe
harbor provisions of the U.S. Private Securities Litigation Reform
Act of 1995. Words such as "estimate," "project," "planned,"
"contemplate," "potential," "possible," "proposed," "intend,"
"believe," "anticipate," "expect," "may," "will," "would,"
"should," "could" and similar expressions are intended to identify
"forward-looking" statements. "Forward-looking" statements are
based on the Company's current expectations and assumptions
regarding its business, the economy and other future conditions.
The Company cautions readers that any such "forward-looking"
statements it makes are not guarantees of future performance and
that actual results may differ materially from anticipated results
or expectations expressed in its "forward-looking" statements as a
result of a variety of factors, including many that are beyond the
Company's control. 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 ("SARS"), bovine
spongiform encephalopathy ("BSE"), porcine epidemic diarrhea
("PED") or other diseases associated with animal origin in
the United States or elsewhere,
such as the outbreak of African Swine Fever ("ASF") in China and elsewhere; the occurrence of
pandemics, epidemics or disease outbreaks, such as the current
novel coronavirus (COVID-19) outbreak; 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, SARS, PED, BSE, ASF or similar or
unanticipated regulations) affecting the industries in which we
operate or our value added products; risks associated with the DGD
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, 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 exit of the United Kingdom 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 United States 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 cause actual results to vary
materially from the "forward-looking" statements in this press
release or 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 its
"forward-looking" statements whether as a result of change of
circumstances, new events or otherwise.
For More Information, contact:
Suann Guthrie, Vice President,
Investor Relations, Sustainability and Global Communications
Suann.Guthrie@darlingii.com
(1) 469-214-8202
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SOURCE Darling Ingredients Inc.