UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Definitive Material Agreement. |
Effective September 18, 2020, Darling Ingredients Inc., a Delaware corporation (the “Company”), and certain of its subsidiaries entered into an amendment (the “Sixth Amendment”) with its lenders to the Second Amended and Restated Credit Agreement, dated as of January 6, 2014 (as amended, the “Credit Agreement”), among the Company, as borrower, the other subsidiary borrowers party thereto, the subsidiary guarantors, JPMorgan Chase Bank, N.A., as administrative agent, the lending institutions party thereto and the other agents party thereto. In connection therewith, the Company also entered into amended and restated Security and Guaranty Agreements relating to the Credit Agreement. Capitalized terms used but not otherwise defined herein have the meanings ascribed in the Credit Agreement.
Among other things, the Sixth Amendment (i) extends the maturity date of the revolving credit facility under the Credit Agreement from December 16, 2021 to September 18, 2025, (ii) increases the leverage ratio applicable to achieving the lowest applicable margin on borrowings under the revolving credit facility from 1.0 to 1.5, (iii) eliminates or modifies certain of the negative covenants to increase the allowances for certain actions, including the incurrence of debt and investments, (iv) limits guarantees from, and security with respect to, entities organized outside of the United States and Canada to a limited group of foreign subsidiary holding companies, (v) includes a collateral release mechanic, subject to the consent of the term loan B lenders, upon the Company achieving certain investment grade credit ratings, and (vi) makes other market updates and changes.
The summary set forth above is not intended to be complete and is qualified in its entirety by reference to the full text of the Sixth Amendment attached hereto as Exhibit 10.1, as well the amended and restated Security and Guaranty Agreements attached hereto as Exhibits 10.2 and 10.3, respectively. A copy of the press release announcing the amendment is filed as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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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: September 23, 2020 | By: | /s/ John F. Sterling | ||
| John F. Sterling | ||||
| Executive Vice President, | ||||
| General Counsel | ||||
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