Darling International proposes private offering of unsecured senior notes

Senior notes to be used to finance acquisition of Vion Ingredients

Darling International announced that it intends, subject to market and other conditions, to launch an offering of $500 million in aggregate principal amount of its unsecured senior notes in the near future. The international rendering company intends to use the net proceeds of the notes offering to satisfy, discharge and redeem the company’s 8.5 percent senior notes due 2018, to finance a portion of the company’s previously announced acquisition of the Vion Ingredients division of Vion Holding to pay certain fees and expenses in connection with the Vion Ingredients acquisition and the financing thereof, and for general corporate purposes.

The notes will be offered only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended and to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act. The notes 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.

The notes initially will be issued by a wholly-owned subsidiary of the company. If the Vion Ingredients acquisition is not consummated, the notes will be mandatorily redeemed and, therefore, the company’s 8.5 percent senior notes due 2018 will not be satisfied and discharged or redeemed with the proceeds thereof. If the Vion Ingredients acquisition is consummated, the notes will be assumed by the company and guaranteed by various domestic subsidiaries of the company.