Item 1.01. Entry into a Material Definitive Agreement.
Issuance of Unsecured Senior Notes. On
The notes and related guarantees, which were offered in a private offering, were
issued under an indenture (the "indenture"), dated as of
Darling intends to use the proceeds from the offering of the notes (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,
The following is a brief description of the notes and the indenture:
Interest and Maturity. The notes bear interest at a rate of 6% per annum and
mature on
Guarantees. The notes will initially be guaranteed (such guarantees, the "guarantees") by all of Darling's subsidiaries that are "restricted subsidiaries" under the indenture (such subsidiaries, the "restricted subsidiaries"), other than foreign subsidiaries, that are borrowers under or that guarantee Darling's existing secured term loan facilities and secured revolving credit facility (collectively, the "senior secured facilities"). In the future, the notes will be guaranteed by Darling's restricted subsidiaries, other than foreign subsidiaries, receivables entities and certain other subsidiaries, that are borrowers under or that guarantee the senior secured facilities or, if the senior secured facilities are not outstanding, that incur certain other indebtedness. The guarantee of any guarantor of the notes (each, a "guarantor") may be released under circumstances specified in the indenture.
Ranking. The notes and the guarantees are senior unsecured obligations of Darling and the guarantors, rank equally in right of payment with all of Darling's and the guarantors' existing and future senior unsecured indebtedness, and rank senior in right of payment with all of Darling's and the guarantors' future subordinated indebtedness. The notes and the guarantees are effectively junior to all of Darling's and the guarantors' existing and future secured indebtedness, including indebtedness under the senior secured facilities, to the extent of the value of the assets securing such indebtedness. The notes and the guarantees are structurally junior to all existing and future indebtedness and other liabilities (including trade payables, accrued expenses and capital lease obligations) of all subsidiaries of Darling (and each subsidiary of a guarantor) that do not guarantee the notes, including current and future foreign subsidiaries that are borrowers under or that guarantee the senior secured facilities but not the notes.
Optional Redemption. Darling may redeem the notes, in whole but not in part, at
any time prior to
Year Percentage 2025 103.000 % 2026 101.500 % 2027 and thereafter 100.000 %
In addition, at any time prior to
2
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Mandatory Redemption. Other than in connection with a change of control repurchase event, as described in the indenture, Darling will not be required to make mandatory redemption or sinking fund payments with respect to the notes.
Open Market Purchases. Darling and its affiliates may acquire notes by means other than a redemption including by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of the indenture.
Covenants. The indenture will not limit the ability of Darling or its restricted subsidiaries to incur unsecured indebtedness, pay dividends or make other distributions, repurchase capital stock or make investments. The indenture contains covenants limiting the ability of Darling and its restricted subsidiaries to (i) grant liens to secure indebtedness, and (ii) merge with or into other companies or otherwise dispose of all or substantially all of Darling's assets. In addition, the indenture contains a covenant requiring Darling's non-guarantor subsidiaries to guarantee the notes if they incur or guarantee certain other indebtedness. These covenants are subject to exceptions and qualifications as set forth in the indenture.
Events of Default. The indenture provides for customary events of default (subject in certain cases to grace, notice and cure periods) which include non-payment of principal or interest when due, breach of covenants or other agreements in the indenture, defaults in payment of certain other indebtedness and certain events of bankruptcy or insolvency. Subject to certain exceptions, if an event of default occurs, the trustee or the holders of at least 25% in principal amount of the then outstanding notes may declare the principal of, premium, if any, and accrued but unpaid interest, if any, on all of the notes to be due and payable immediately. Such amounts will be automatically due and payable for certain bankruptcy and insolvency events of default.
No Registration Rights or Listing. The notes and related guarantees do not have . . .
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
Unsecured Senior Notes. The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 8.01. Other Events.
Closing of Private Offering of Unsecured Senior Notes. On
The information contained in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to purchase any of the notes or any other securities.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
4.1 Senior Notes Indenture, dated as ofJune 9, 2022 , by and among Darling, as issuer, the guarantors party thereto from time to time, as guarantors, andTruist Bank , as trustee. 4.2 Form of 6% Senior Notes due 2030 (included in Exhibit 4.1). 99.1 Press Release datedJune 9, 2022 , announcing the closing of a private offering of$750 million unsecured senior notes by Darling. 104 Cover Page Interactive Data File (embedded within Inline XBRL document). 3
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