SUBSEQUENT EVENTS

On January 6, 2014 (the "CA Closing Date"), Darling, Darling International Canada Inc. ("Darling Canada") and Darling International NL Holdings B.V. ("Darling NL") entered into a Second Amended and Restated Credit Agreement (the "Amended Credit Agreement") with the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents from time to time party thereto. For additional information on the Company’s Amended Credit Agreement, see Note 11.

On January 2, 2014, the Company issued for sale $500,000,000 aggregate principal amount of its Senior Notes due 2022 (the "5.375% Notes"), which were offered in a private offering in connection with the January 7, 2014 acquisition of the VION Ingredients business division of VION Holding, N.V. as further described below. The 5.375% Notes were issued pursuant to a 5.375% Notes Indenture, dated as of January 2, 2014 (the "Original Indenture"). For additional information on the Company's 5.375% Notes, see Note 11.

On January 7, 2014, the Company acquired the VION Ingredients business division (“VION Ingredients”) of VION Holding, N.V., a Dutch limited liability company (“VION”) by purchasing all of the shares of VION Ingredients International (Holding) B.V., and VION Ingredients Germany GmbH, and 60% of Best Hides GmbH (collectively, the "VION Companies"), pursuant to a Sale and Purchase Agreement dated October 5, 2013, as amended, between Darling and VION (the “VION Acquisition”). The VION Ingredients business is now conducted under the name Darling Ingredients International. Darling Ingredients International is a worldwide leader in the development and production of specialty ingredients from animal by-products for applications in animal feed, pet food, fuel, bioenergy, fertilizer, food and pharmaceuticals. Darling Ingredients International operates a global network of 67 production facilities across five continents covering all aspects of animal by-product processing through six brands: Rendac (fuel), Sonac (proteins, fats, edible fats and blood products), Ecoson (bioenergy), Rousselot (gelatin), CTH (natural casings) and Best Hides (hides and skins). Darling Ingredients International’s specialized portfolio of over 400 products covers all animal origin raw material types and thereby offers a comprehensive, single source solution for suppliers. Darling Ingredients International’s business has leading positions across Europe with operations in the Netherlands, Belgium, Germany, Poland and Italy under the Rendac and Sonac brand names. Value-added products include edible fats, blood products and plasma meals, bone products, protein meals and fats. Rousselot is a global leading market provider of gelatin for the food, pharmaceutical and technical industries with operations in Europe, the United States, South America and China. CTH is a market leader in natural casings for the sausage industry with operations in Europe, China and the United States. The purchase price for the transaction was approximately €1.6 billion in cash. The purchase price was financed through (i) borrowings under the Company’s senior secured revolving credit facility and term loan facilities; (ii) proceeds from the Company’s $874.0 million public common stock offering; and (iii) proceeds from the private offering of $500.0 million aggregate principal amount of the Company’s 5.375% Notes, that closed on January 2, 2014.

In connection with the closing of the VION Acquisition, in January 2014, the Company made awards of Performance Units and common stock under the Company’s 2012 Omnibus Incentive Plan to certain of the Company’s executives selected by the Compensation Committee of the Company’s Board of Directors. For North American-based executives, each award was in the form of “Performance Units” for a specified number of shares of common stock of the Company. For European-based executives, each award was in the form of a combination of fully vested shares (representing 25% of the total award), and Performance Units for a specified number of shares common stock of the Company (representing the other 75% of the award). The awards covered an aggregate of 975,000 shares of the Company’s common stock. Performance Units will vest in three equal installments on the first, second and third anniversaries of the closing of the VION Acquisition based on attainment of specified levels of adjusted EBITDA for the Company and/or Darling Ingredients International for fiscal years 2014, 2015 and 2016, respectively. If the target level of adjusted EBITDA for the fiscal year for both the Company and/or Darling Ingredients International is not achieved, the installment for the related vesting date will be forfeited. Generally, an award recipient must remain employed with the Company and its subsidiaries through each vesting date to become vested in the award on that vesting date, subject to the performance requirements described above. If an award recipient terminates employment before a vesting date for any reason other than death or disability, any unvested portion of the award will be forfeited. In case of termination of employment due to death or disability, a prorated portion (based upon the award recipient’s actual period of service prior to the vesting date) of the award will vest on each vesting date based on actual performance results.

The following table presents pro forma condensed balance sheet information for the Company with the pro forma effect of estimated purchase price allocation of the VION Acquisition as of December 28, 2013 (unaudited) (in thousands):



	December 28, 2013
Current assets	$	2,338,185
Property, plant and equipment, net	1,428,590
Intangible assets, net	1,205,381
Goodwill	1,451,570
Other long-term assets	224,269
Total assets	$	6,647,995

Current liabilities	$	724,760
Debt	2,316,947
Other long-term liabilities	742,272
Stockholders' equity	2,864,016
Total liabilities and stockholders' equity	$	6,647,995

The following table presents selected pro forma information, for comparative purposes assuming the VION Acquisition and Rothsay Acquisition had occurred on December 30, 2012 (unaudited) (in thousands, except per share data):



	December 28, 2013
Net sales	$	4,105,673
Income from continuing operations	357,182
Net income	158,334
Earnings per share
Basic	$	0.96
Diluted	$	0.96