Edgar Filing: DARLING INGREDIENTS INC.

DARLING INGREDIENTS INC.

Date: April 23, 2018

/s/ John F. Sterling

John F. Sterling

Executive Vice President – General Counsel and Secretary

Form 8-K

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) April 23, 2018

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.)


251 O’CONNOR RIDGE BLVD., SUITE 300, 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))

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.

On April 23, 2018, Darling Ingredients Inc. (“Darling”) issued a press release announcing that Darling Global Finance B.V., an indirect, wholly-owned subsidiary of Darling incorporated as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the laws of The Netherlands, has launched an offering of €515 million in aggregate principal amount of unsecured senior notes. The offering is subject to market and other conditions. A copy of the press release announcing the offering is attached hereto as Exhibit 99.1.

Also, on April 23, 2018, Darling issued a separate press release announcing that Darling Global Finance B.V. has commenced a cash tender offer for any and all of its outstanding 4.75% Senior Notes due 2022. A copy of the press release announcing the tender offer is attached hereto as Exhibit 99.2.

Item 9.01.

Financial Statements and Exhibits.

(d)	Exhibits.

99.1

Press Release dated April 23, 2018, announcing the launch of an offering of €515 million unsecured senior notes by Darling Global Finance B.V.

99.2

Press Release dated April 23, 2018, announcing the commencement of a cash tender offer for any and all of Darling Global Finance B.V.’s outstanding 4.75% Senior Notes due 2022.

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.