UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) May 31, 2022
DARLING INGREDIENTS INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-13323 | 36-2495346 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
5601 N. MACARTHUR BLVD., IRVING, TEXAS | 75038 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (972) 717-0300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common stock, $0.01 par value per share | DAR | New York Stock Exchange (NYSE) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. | Other Events. |
Upsize and Pricing of Private Offering of Unsecured Senior Notes. On May 31, 2022, Darling Ingredients Inc. (“Darling”) issued a press release announcing that it priced a private offering of $750 million in aggregate principal amount of its 6.00% unsecured senior notes due 2030 (the “notes”). The size of the offering was increased from the previously announced $500 million in aggregate principal amount. The notes priced at 100% of the principal amount. Settlement of the offering is expected to occur on or about June 9, 2022, subject to satisfaction of customary closing conditions. A copy of the press release announcing the pricing of the offering is attached hereto as Exhibit 99.1.
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. |
99.1 | Press Release dated May 31, 2022, announcing the pricing of a private offering of $750 million unsecured senior notes by Darling. | |
104 | Cover Page Interactive Data File (embedded within Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DARLING INGREDIENTS INC. | ||||||
Date: May 31, 2022 | By: | /s/ John F. Sterling | ||||
John F. Sterling | ||||||
Executive Vice President, General Counsel |
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