Darling Ingredients Inc. (NYSE: DAR) (the "Company") has 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 launched an offering of EUR515 million in aggregate principal amount of its unsecured senior notes (the "Notes"). The Notes will be guaranteed by the Company and by all of the Company's restricted subsidiaries, other than any foreign subsidiary, the Issuer or any receivables entity, that guarantee the Company's senior secured credit facilities under its Second Amended and Restated Credit Agreement dated January 6, 2014 (the "Senior Secured Credit Facilities"). The offering is subject to market and other 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 Company's 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.
on May 29, 2015