Darling Ingredients Inc. (Darling) issued $750 million in aggregate principal amount of its 6% unsecured senior notes due 2030 (notes). The notes and related guarantees, which were offered in a private offering, were issued under an indenture (indenture), dated as of June 9, 2022, by and among Darling, as issuer, the guarantors party thereto from time to time, as guarantors, and Truist Bank, as trustee (trustee). 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, U.S. government securities and other high-quality debt investments pending application of the proceeds. 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 June 15, 2030. Interest is payable on the notes semi-annually in arrears on June 15 and December 15 of each year, commencing on December 15, 2022.

Guarantees: The notes will initially be guaranteed (such guarantees, 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, 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.

Optional Redemption: Darling may redeem the notes, in whole but not in part, at any time prior to June 15, 2025, at a redemption price equal to 100% of the principal amount thereof, plus a make whole premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The make whole premium is calculated, with respect to any note at any redemption date, as the greater of (i) 1.0% of the principal amount of such note and (ii) the excess, if any, of (a) the present value as of such redemption date of (1) the redemption price of such note at June 15, 2025 plus (2) all required remaining interest payments due on such note through June 15, 2025 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the applicable “treasury rate” plus 50 basis points, over (b) the principal amount of such note. On or after June 15, 2025, Darling may redeem all or, from time to time, part of the notes, at the redemption prices, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, if redeemed during the twelve-month period beginning on June 15 of the years indicated below: for year 2025, percentage is 103.000%, for 2026 percentage is 101.500% and for 2027 and thereafter percentage is 100.000%.

In addition, at any time prior to June 15, 2025, Darling may redeem up to 40% of the original aggregate principal amount of the notes with the net cash proceeds of one or more equity offerings, as in the indenture, at a redemption price equal to 106% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Mandatory Redemption: Other than in connection with a change of control repurchase event, as in the indenture, Darling will not be required to make mandatory redemption or sinking fund payments with respect to the notes.