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) August 1, 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 August 1, 2022, the Company announced that it completed the acquisition of FASA Group, Brazil’s

largest independent rendering company, for a purchase price of approximately R$2.8 billion Brazilian Real in cash ($542.6 million USD at today’s exchange rate), plus or minus various closing adjustments and a contingent payment based on future earnings growth. A copy of the press release announcing the completion of the acquisition is filed as Exhibit 99.1.

Item 9.01.     Financial Statements and Exhibits. 

(d)           Exhibits.

99.1	Press Release dated August 1, 2022 regarding completion of 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:  August 1, 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

Aug. 1, 2022

Darling Ingredients Inc. Completes Acquisition of Brazil’s Largest Independent Rendering

Company, FASA Group

IRVING, TX, Aug. 1, 2022 – Darling Ingredients Inc. (NYSE: DAR), the world’s premier company repurposing animal and food byproducts into specialty food and feed ingredients and a leader in decarbonization solutions, today announced it has completed the acquisition of Brazil’s largest independent rendering company, FASA Group.

The company first announced the acquisition in May 2022 for a purchase price of approximately R$2.8 billion Brazilian Real in cash ($542.6 million USD at today’s exchange rate), plus or minus various closing adjustments and a contingent payment based on future earnings growth. As part of the transaction, Darling Ingredients has acquired 14 plants that process more than 1.3 million metric tons annually, with an additional two plants under construction.

“Brazil will play a big role in feeding a growing world population, which makes it a premier location to grow our specialty ingredients business,” Randall C. Stuewe, Chairman and Chief Executive Officer, Darling Ingredients. “FASA is a well-run business, will be immediately accretive and further de-risks the supply chain by providing an additional source of non-food based, low-carbon waste fats to be used in the production of renewable diesel and sustainable aviation fuel.”

About Darling

Darling Ingredients Inc. (NYSE: DAR) is the largest publicly traded company turning edible by-products and 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 15% 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	Aug. 01, 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	Aug. 01, 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