IRVING, Texas, April 3, 2019 /PRNewswire/ -- Darling
Ingredients Inc. (NYSE: DAR) ("Darling" or the "Company") today
announced that it has closed a private offering of $500 million in aggregate principal amount of its
5.25% unsecured senior notes due 2027 (the "Notes").
The Company also announced today the expiration and results of
its previously announced cash tender offer (the "Tender Offer") for
any and all of its outstanding 5.375% Senior Notes due 2022 (the
"2022 Notes"), which expired at 5:00
p.m., New York City time,
on April 2, 2019 (the "Expiration
Time"). As of the Expiration Time, $374,142,000 aggregate principal amount of 2022
Notes, or approximately 74.83% of the aggregate principal amount of
2022 Notes outstanding, had been validly tendered and not validly
withdrawn, not including any 2022 Notes that may be validly
tendered pursuant to guaranteed delivery procedures. Holders (as
defined in the Company's Offer to Purchase dated March 27, 2019 (the "Offer to Purchase")) who
indicated by the Expiration Time that they will deliver their 2022
Notes through the guaranteed delivery procedures set forth in the
Offer to Purchase, must deliver their 2022 Notes by the close of
business on April 4, 2019 in
accordance with the Offer to Purchase. The complete terms and
conditions of the Tender Offer were set forth in the Company's
Offer to Purchase, the related letter of transmittal (the "Letter
of Transmittal") and the related notice of guaranteed delivery (the
"Notice of Guaranteed Delivery").
The Company today accepted for purchase and paid for all the
2022 Notes validly tendered in the Tender Offer at or prior to the
Expiration Time and not validly withdrawn. Holders of 2022
Notes who validly tendered (and did not validly withdraw) their
2022 Notes in the Tender Offer at or prior to the Expiration Time
received in cash $1,015.25 per
$1,000 principal amount of 2022 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
2022 Notes to, but excluding, the settlement date, April 3, 2019 (the "Settlement Date"). For the
avoidance of doubt, Accrued Interest ceased to accrue on the
Settlement Date for all 2022 Notes accepted for purchase pursuant
to the Tender Offer. 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. Darling used
the net proceeds from the offering of the Notes to repurchase the
2022 Notes validly tendered and accepted for purchase pursuant to
the Tender Offer, including the payment of Accrued Interest and
costs and expenses incurred in connection therewith. BofA
Merrill Lynch served as dealer manager for the Tender Offer.
D.F. King & Co., Inc. ("D.F. King") served 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.
Darling plans to redeem any 2022 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. There can be no assurance that any 2022 Notes
that remain outstanding after the completion of the Tender Offer
will be redeemed or otherwise repurchased.
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 was made solely by means of
the Offer to Purchase, the related Letter of Transmittal and the
Notice of Guaranteed Delivery. 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 (as
defined in the Offer to Purchase).
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.