Darling Ingredients announces private offering

Darling Ingredients announces private offering of senior notes.

Darling Ingredients announces the launch of an offering of $500.0 million in aggregate principal amount of unsecured senior notes. The offering is subject to market and other conditions.

The notes will initially be guaranteed by all of Darling's restricted subsidiaries, other than foreign subsidiaries, 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 (the "Credit Agreement"). The guarantors of the notes are the same guarantors as for Darling's existing dollar-denominated notes. The gross proceeds of the notes offering are expected to be used (i) for general corporate purposes, including acquisitions, repayment of indebtedness and capital expenditures; and (ii) to pay the costs, commissions, fees, and expenses incurred in connection with the offering of the 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 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 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 notes and related guarantees, nor shall there be any offer to sell, solicitation of an offer to buy or sale of the 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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