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) May 29, 2015
DARLING INGREDIENTS INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-13323 | 36-2495346 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(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):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | 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 May 29, 2015, Darling Ingredients Inc. (Darling), issued a press release announcing that on May 29, 2015, Darling Global Finance B.V., a wholly-owned indirect subsidiary of Darling incorporated as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the laws of The Netherlands, priced a private offering (the Notes Offering) of 515 million in aggregate principal amount of its 4.75% unsecured senior notes due 2022 (the Notes). The Notes Offering is expected to close on or about June 3, 2015, subject to customary closing conditions. A copy of such press release is attached hereto as Exhibit 99.1.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
99.1 | Press Release dated May 29, 2015 (furnished pursuant to Item 8.01). |
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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.
DARLING INGREDIENTS INC. | ||||||
Date: May 29, 2015 | By: | /s/ John F. Sterling | ||||
John F. Sterling | ||||||
Executive Vice President and General Counsel |
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EXHIBIT LIST
Exhibit |
Description | |
99.1 | Press Release dated May 29, 2015 (furnished pursuant to Item 8.01). |
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Exhibit 99.1
Darling Ingredients Inc. Announces Pricing of Private Offering of EUR515 Million of Unsecured Senior Notes due 2022
IRVING, Texas, May 29, 2015 Darling Ingredients Inc. (NYSE: DAR) (the Company) today announced that Darling Global Finance B.V. (the Issuer), a wholly-owned indirect subsidiary of the Company incorporated under the laws of The Netherlands, has priced a private offering (the Notes Offering) of 515 million in aggregate principal amount of its 4.75% unsecured senior notes due 2022 (the Notes). The Notes Offering is expected to close on or about June 3, 2015, subject to customary closing conditions.
The gross proceeds of the Notes Offering are expected to be used to refinance the outstanding borrowings under the euro term loan B under the Companys Senior Secured Credit Facilities, to pay the initial purchasers commission, to pay fees and expenses related to the Notes Offering and to use any remaining proceeds for general corporate purposes. The Notes will be offered inside the United States to 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 press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any 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 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 specialty products 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 broadly used 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.
Cautionary Statements Regarding Forward-Looking Information:
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 make their cash flow available to the Company for payments on the Companys indebtedness or other purposes; 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; continued 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 (RFS2) and tax credits for biofuels both in the Unites States 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 H5N1 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 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. 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 Companys results of operations. Among other things, future profitability may be affected by the Companys ability to grow its business, which faces competition from companies that may have substantially greater resources than the Company. 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.
For More Information, contact: | ||
Melissa A. Gaither, Director Investor Relations | 251 OConnor Ridge Blvd., Suite 300 | |
Irving, Texas 75038 | ||
Phone: 972-717-0300 |
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