Darling Ingredients 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").
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.
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