Darling International announces pricing of US$500M of 5.375% unsecured senior notes due 2022; offering expected to close on or about Jan. 2
December 22, 2013
– Darling International Inc. (NYSE: DAR) today announced that on December 18, 2013, it priced, through Darling Escrow Corporation, its wholly-owned subsidiary, a private offering (the "Notes Offering") of $500 million aggregate principal amount of its 5.375% unsecured senior notes (the "Notes") due 2022. The Notes Offering is expected to close on or about January 2, 2014, subject to customary closing conditions.
The Company intends to use the net proceeds of the Notes Offering to satisfy, discharge and redeem the Company's 8.5% Senior Notes due 2018, to finance a portion of the Company's previously announced acquisition of the VION Ingredients division of VION Holding N.V., to pay certain fees and expenses in connection with the VION Ingredients acquisition and the financing thereof, and for general corporate purposes.
The Notes will be offered only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and to non-U.S. Persons in offshore transactions 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.
The Notes will initially be issued by Darling Escrow Corporation, the Company's wholly-owned subsidiary. If the VION Ingredients acquisition is not consummated, the Notes will be mandatorily redeemed and, therefore, the Company's 8.5% Senior Notes due 2018 will not be satisfied and discharged or redeemed with the proceeds of the Notes Offering. If the VION Ingredients acquisition is consummated, the Notes will be assumed by the Company, will be unsecured and will be guaranteed by various domestic subsidiaries of the Company.
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.
Darling International Inc. is the largest and only publicly traded provider of rendering and bakery residuals recycling solutions to the nation's food industry. The Company recycles beef, poultry and pork by-product streams into useable ingredients such as tallow, feed-grade fats, meat and bone meal, poultry meal and hides. The Company also recovers and converts used cooking oil and commercial bakery residuals into valuable feed and fuel ingredients. These products are primarily sold to agricultural, pet food, leather, oleo-chemical and biodiesel manufacturers around the world. In addition, the Company provides grease trap collection services and sells used cooking oil collection equipment to restaurants and collects and land applies industrial residuals. For additional information, visit the Company's website at http://www.darlingii.com.
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