Darling Ingredients Inc. (‘Darling' or the ‘Company') announced the launch of an offering of $250.0 million in aggregate principal amount of unsecured senior notes (the ‘add-notes') by Darling. The add-on notes will be issued as additional notes under the same indenture (the ‘indenture') as Darling's 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 will 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 offering is subject to market and other conditions. The add-notes will be guaranteed by all of Darling's restricted subsidiaries (other than foreign subsidiaries andother than Valley Proteins, LLC and Valley Proteins (DE), LLC, which guarantee the Credit Agreement (asdefined below) and will guarantee the initial notes and the add-on notes within 20 business days of the date thatsuch entities guaranteed the Credit Agreement), 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 add-on notes are the same guarantors as for the initial notes and Darling's existing dollar-denominated notes.

The gross proceeds of the add-on notes offering are expected to be used (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.