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Darling Ingredients Reports Commencement Of Exchange Offer For 5.375% Senior Notes Due 2022

August 12, 2014



ENP Newswire - 12 August 2014

Release date- 10082014 - IRVING, Texas - Darling Ingredients Inc. (NYSE: DAR) ('Darling') today reports the commencement of an exchange offer pursuant to which it is offering to exchange up to $500,000,000 in aggregate principal amount of 5.375% Senior Notes due 2022 (the 'Exchange Notes'), which have been registered under the United States Securities Act of 1933 (the 'Securities Act'), for an equal aggregate principal amount of its outstanding 5.375% Senior Notes due 2022 (the 'Old Notes') that were originally issued on January 2, 2014 in a transaction exempt from registration under the Securities Act.

The terms of the Exchange Notes are substantially identical to the terms of the Old Notes, except that the Exchange Notes have been registered under the Securities Act and will not be subject to the transfer restrictions and registration rights that related to the Old Notes.

The exchange offer is being made to satisfy Darling's obligations under a registration rights agreement entered into in connection with the issuance of the Old Notes, and does not represent a new financing transaction.

The exchange offer will expire at 5:00 p.m., New York City time, on September 9, 2014, unless extended. Tenders of Old Notes must be made before the exchange offer expires and may be withdrawn any time prior to the expiration of the exchange offer.

The terms of the exchange offer are set forth in a prospectus dated August 11, 2014, and the associated letter of transmittal to be used for tendering Old Notes. Copies of the prospectus, the letter of transmittal and the other exchange offer documents may be obtained from the exchange agent:

U.S. Bank National Association

60 Livingston Ave.

St. Paul, Minnesota 55107

Attn: Specialized Finance Dept.

Telephone: (800) 934-6802

Facsimile: (651) 466-7372

This press release is for informational purposes only and is neither an offer to buy nor a solicitation of an offer to sell any Old Notes or Exchange Notes. The exchange offer is being made only pursuant to the exchange offer prospectus and letter of transmittal, both of which are being distributed to holders of the Old Notes and have been filed with the United States Securities and Exchange Commission (the 'SEC') as part of Darling's Registration Statement on Form S-4 (File No. 333-197419), which was declared effective on August 11, 2014.

About Darling

Darling Ingredients Inc. is a publicly-traded developer and producer of sustainable natural ingredients from edible and inedible bio-nutrients, creating a wide range of ingredients and customized specialty solutions for customers in the pharmaceutical, food, pet food, feed, technical, fuel, bioenergy and fertilizer industries. With operations on five continents, the Company collects and transforms all aspects of animal by-product streams into useable and specialty ingredients, such as gelatin, edible fats, feed-grade fats, animal proteins and meals, plasma, pet food ingredients, organic fertilizers, yellow grease, fuel feedstocks, green energy, natural casings and hides. The Company also recovers and converts used cooking oil and commercial bakery residuals into valuable feed and fuel ingredients. In addition, the Company provides grease trap services to food service establishments, environmental services to food processors and sells restaurant cooking oil delivery and collection equipment.

Cautionary Statements Regarding Forward-Looking Information:

{This media release contains 'forward-looking' statements regarding the business operations and prospects of Darling Ingredients Inc. and industry factors affecting it. These statements are identified by words such as 'believe,' 'anticipate,' 'expect,' 'estimate,' 'intend,' 'could,' 'may,' 'will,' 'should,' 'planned,' 'potential,' 'continue,' 'momentum,' and other words referring to events that may occur in the future. These statements reflect Darling Ingredient's current view of future events and are based on its assessment of, and are subject to, a variety of risks and uncertainties beyond its control, each of which could cause actual results to differ materially from those indicated in the forward-looking statements. These factors include, among others, existing and unknown future limitations on the ability of the Company's direct and indirect subsidiaries to upstream their profits to the Company for payments on the Company's indebtedness or other purposes; general performance of the U.S. and global economies; disturbances in world financial, credit, commodities and stock markets; any decline in consumer confidence and discretionary spending, including the inability of consumers and companies to obtain credit due to lack of liquidity in the financial markets; volatile prices for natural gas and diesel fuel; climate conditions; unanticipated costs or operating problems related to the acquisition and integration of Rothsay and Darling Ingredients International (including transactional costs and integration of the new enterprise resource planning (ERP) system); global demands for bio-fuels and grain and oilseed commodities, which have exhibited volatility, and can impact the cost of feed for cattle, hogs and poultry, thus affecting available rendering feedstock and selling prices for the Company's products; reductions in raw material volumes available to the Company due to weak margins in the meat production industry as a result of higher feed costs, reduced consumer demand or other factors, reduced volume from food service establishments, reduced demand for animal feed, or otherwise; reduced finished product prices; changes to worldwide government policies relating to renewable fuels and greenhouse gas emissions that adversely affect programs like the National Renewable Fuel Standard Program (RFS2) and tax credits for biofuels both in the U.S. and abroad; possible product recall resulting from developments relating to the discovery of unauthorized adulterations to food or food additives; the occurrence of Bird Flu including, but not limited to H1N1 flu, bovine spongiform encephalopathy (or 'BSE'), porcine epidemic diarrhea ('PED') or other diseases associated with animal origin in the U.S. or elsewhere; unanticipated costs and/or reductions in raw material volumes related to the Company's compliance with the existing or unforeseen new U.S. or foreign regulations (including, without limitation, China) affecting the industries in which the Company operates or its value added products (including new or modified animal feed, Bird Flu, PED or BSE or similar or unanticipated regulations); risks associated with the renewable diesel plant in Norco, Louisiana owned and operated by a joint venture between Darling Ingredients and Valero Energy Corporation, including possible unanticipated operating disruptions; risks relating to possible third party claims of intellectual property infringement; increased contributions to the Company's pension and benefit plans, including multiemployer and employer-sponsored defined benefit pension plans as required by legislation, regulation or other applicable U.S. or foreign law or resulting from a U.S. mass withdrawal event; bad debt write-offs; loss of or failure to obtain necessary permits and registrations; continued or escalated conflict in the Middle East, North Korea, Ukraine or elsewhere; and/or unfavorable export or import markets. Other risks and uncertainties regarding Darling Ingredients Inc., its business and the industries in which it operates are referenced from time to time in the Company's filings with the Securities and Exchange Commission. Darling Ingredients Inc. is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.}

For More Information, contact:

Melissa A. Gaither, Director Investor Relations

251 O'Connor Ridge Blvd., Suite 300

Irving, Texas 75038

Phone: 972-717-0300

SOURCE Darling Ingredients Inc.


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Source: ENP Newswire


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