8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 5, 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. ☐

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Item 8.01. Other Events.

On May 5, 2022, Darling Ingredients Inc. (the “Company”) announced it has entered into a definitive agreement to purchase FASA Group, Brazil’s largest independent rendering company, for approximately R$2.8 billion Brazilian Real in cash ($560 million USD at the exchange rate in effect on the signing date), subject to post-closing adjustments and a contingent payment based on future earnings growth. The closing of the transaction is subject to customary closing conditions, including regulatory approval in Brazil. A copy of the press release announcing the acquisition is filed as Exhibit 99.1.

Item 9.01.     Financial Statements and Exhibits. 

(d)           Exhibits.

99.1	Press Release dated May 5, 2022 regarding acquisition of FASA Group
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 5, 2022	By:	/s/ John F. Sterling
		John F. Sterling
		Executive Vice President, General Counsel

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EX-99.1

EXHIBIT 99.1

Contact:        Suann Guthrie

VP, Investor Relations, Sustainability & Communications

    (469) 214-8202; suann.guthrie@darlingii.com

FOR IMMEDIATE RELEASE

May 5, 2022

Darling Ingredients Inc. to Acquire Largest Independent Brazilian Rendering Company,

FASA Group

IRVING, TX, May 5, 2022 – Darling Ingredients Inc. (NYSE: DAR), the world’s leading company turning food waste into sustainable products and producer of renewable energy, today announced it has entered into a definitive agreement to purchase Brazil’s largest independent rendering company, FASA Group for approximately R$2.8 billion Brazilian Real in cash ($560 million USD at today’s exchange rate), subject to post-closing adjustments and a contingent payment based on future earnings growth. FASA Group processes more than 1.3 million metric tons annually through 14 rendering plants with an additional two plants under construction, and has approximately 2,400 employees.

“Brazil is a leader in global agricultural commodities growth and is expected to take on a bigger role in world’s meat production, making it a premier location for rendering growth,” said Randall C. Stuewe, Chairman and Chief Executive Officer, Darling Ingredients. “FASA will also supplement Darling Ingredient’s global supply of waste fats, making it a leader in the supply of low carbon waste fats and oils in North and South America to be used in the production of renewable diesel.”

The transaction is subject to customary closing conditions, and is expected to close by the end of 2022.

About Darling

Darling Ingredients Inc. (NYSE: DAR) is the largest publicly traded company turning food waste into sustainable products and a leading producer of renewable energy. Recognized as a sustainability leader, the company operates 250 plants in 17 countries and repurposes nearly 10% of the world's meat industry waste streams into value-added products, such as green energy, renewable diesel, collagen, fertilizer, animal proteins and meals and pet food ingredients. To learn more, visit darlingii.com. Follow us on LinkedIn.

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Cover Page	May 05, 2022
Cover [Abstract]
Entity Emerging Growth Company	false
Title of 12(b) Security	Common stock $0.01 par value per share
Entity Central Index Key	0000916540
Pre-commencement Issuer Tender Offer	false
Pre-commencement Tender Offer	false
Soliciting Material	false
Written Communications	false
Entity Incorporation, State or Country Code	DE
Entity Registrant Name	DARLING INGREDIENTS INC.
Document Period End Date	May 05, 2022
Document Type	8-K
Entity File Number	001-13323
Entity Tax Identification Number	36-2495346
Amendment Flag	false
Trading Symbol	DAR
Security Exchange Name	NYSE
Entity Address, Address Line One	5601 N. MacArthur Blvd.
Entity Address, City or Town	Irving
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75038
City Area Code	972
Local Phone Number	717-0300