v3.25.2
Debt
 6 Months Ended
Jun. 28, 2025
Debt Disclosure [Abstract]  
Debt Debt
Debt consists of the following (in thousands):

June 28, 2025December 28, 2024
Amended Credit Agreement:  
Revolving Credit Facility ($171.2 million and zero denominated in € at June 28, 2025 and December 28, 2024, respectively)
$651,156 $267,000 
Term A facility900,000 — 
Less unamortized deferred loan costs(4,173)— 
Carrying value Term A facility895,827 — 
Term A-1 facility— 397,000 
Less unamortized deferred loan costs— (366)
Carrying value Term A-1 facility— 396,634 
Term A-2 facility— 471,875 
Less unamortized deferred loan costs— (509)
Carrying value Term A-2 facility— 471,366 
Term A-3 facility— 297,750 
Less unamortized deferred loan costs— (560)
Carrying value Term A-3 facility— 297,190 
Term A-4 facility— 481,250 
Less unamortized deferred loan costs— (664)
Carrying value Term A-4 facility— 480,586 
6% Senior Notes due 2030 with effective interest of 6.12%
1,000,000 1,000,000 
Less unamortized deferred loan costs net of bond premium(5,166)(5,605)
Carrying value 6% Senior Notes due 2030
994,834 994,395 
5.25% Senior Notes due 2027 with effective interest of 5.47%
500,000 500,000 
Less unamortized deferred loan costs(1,840)(2,322)
Carrying value 5.25% Senior Notes due 2027
498,160 497,678 
4.5% Senior Notes due 2032 - Denominated in euro with effective interest of 4.7%
879,225 — 
Less unamortized deferred loan costs - Denominated in euro(10,697)— 
Carrying value 4.5% Senior Notes due 2032
868,528 — 
3.625% Senior Notes due 2026 - Denominated in euro with effective interest of 3.83%
— 536,733 
Less unamortized deferred loan costs - Denominated in euro— (1,542)
Carrying value 3.625% Senior Notes due 2026
— 535,191 
Other Notes and Obligations71,821 101,958 
3,980,326 4,041,998 
Less Current Maturities51,637 133,020 
$3,928,689 $3,908,978 

As of June 28, 2025, the Company had €146.0 million outstanding debt under the revolving credit facility denominated in euros and €750.0 million of outstanding debt under the Company’s 4.5% Senior Notes due 2032 denominated in euros. In addition, at June 28, 2025, the Company had finance lease obligations denominated in euros of approximately €5.0 million.

As of June 28, 2025, the Company had other notes and obligations of $71.8 million that consist of various overdraft facilities of approximately $31.8 million, Brazilian notes of approximately $16.4 million, and other debt of approximately $23.6 million, including the euro denominated finance lease obligations above and the U.S. finance lease obligations of approximately $2.3 million.

Senior Secured Credit Facilities. On June 25, 2025, Darling, Darling International Canada Inc. (“Darling Canada”), Darling International NL Holdings B.V. (“Darling NL”) and Darling Ingredients International Holding B.V. (“Darling
Holding”) entered into a Third Amended and Restated Credit Agreement (the “Amended Credit Agreement”), which amended and restated the Company's then existing Second Amended and Restated Credit Agreement dated January 6, 2014 (as amended from time to time, the “Previous Credit Agreement”), with the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and the other agents party thereto. The Amended Credit Agreement refinanced the loans and commitments outstanding under the Previous Credit Agreement and provides for senior secured credit facilities in the aggregate principal amount of $2.9 billion comprised of (i) the Company’s $900.0 million six-year term A facility (partially comprised of $395.0 million of term A-1 facility and $296.3 million of term A-3 Facility which, in each case, were cashlessly rolled from the Previous Credit Agreement) and (ii) the Company’s $2.0 billion five-year revolving credit facility (up to $50.0 million (as such amount may be increased to an amount not exceeding $150.0 million to the extent consented to by the applicable issuing banks) of which will be available for a letter of credit subfacility and up to $50.0 million of which will be available for a swingline sub-facility) (collectively, the “Senior Secured Credit Facilities”). The Amended Credit Agreement also permits Darling and the other borrowers thereunder to incur ancillary facilities provided by any revolving lender party to the Senior Secured Credit Facilities (with certain restrictions). The revolving credit facility will be used for working capital needs, general corporate purposes and other purposes not prohibited by the Amended Credit Agreement.

The interest rate applicable to any borrowings under the revolving credit facility will equal (i) the Canadian Overnight Repo Rate Average (CORRA) for borrowings denominated in Canadian dollars or the adjusted term secured overnight financing rate (SOFR) for U.S. dollar borrowings or the adjusted euro interbank rate (EURIBOR) for euro borrowings or the adjusted daily simple Sterling overnight index average (SONIA) for British pound borrowings, in each case plus 1.50% per annum or (ii) the alternative base rate (ABR) for U.S. dollar borrowings or Canadian prime rate for Canadian dollar borrowings or the adjusted daily simple European short term rate (ESTR) for euro borrowings or the adjusted daily SONIA rate for British pound borrowings, in each case plus 0.50% per annum, and in each case of clauses (i) and (ii), subject to certain step-ups or step-downs based on the Company’s total leverage ratio. The interest rate applicable to any borrowing under the term A facility equals the adjusted term SOFR plus 1.75% per annum or ABR plus 0.75% subject to certain step-ups and step-downs based on the Company’s total leverage ratio with a minimum of 1.50% for SOFR borrowings and a minimum of 0.50% for ABR borrowings.

As of June 28, 2025, the Company had (i) $480.0 million outstanding under the revolver at SOFR plus a margin of 1.50% per annum for a total of 5.8192% per annum, (ii) $900.0 million outstanding under the term A facility at SOFR plus a margin of 1.75% per annum for a total of 6.06920% per annum, (iii) €124.0 million outstanding under the revolving credit facility at EURIBOR plus a margin of 1.50% per annum for a total of 3.389% per annum and (iv) €22.0 million outstanding under the swingline facility of the revolving credit facility at ESTR plus a margin of 0.50% per annum for a total of 2.429% per annum. As of June 28, 2025, the Company had revolving credit facility availability of $1.27 billion, under the Amended Credit Agreement taking into account amounts borrowed, ancillary facilities of $75.9 million and letters of credit issued of $0.6 million. The Company also had foreign bank guarantees of approximately $12.4 million that are not part of the Company’s Amended Credit Agreement at June 28, 2025. In addition, the Company capitalized approximately $7.5 million of deferred loan costs as of June 28, 2025 in connection with the Amended Credit Agreement.

4.5% Senior Notes due 2032. On June 24, 2025, Darling Global Finance B.V. (the “4.5% Issuer”), an indirect, wholly-owned subsidiary of Darling, issued and sold €750.0 million aggregate principal amount of 4.5% Senior Notes due 2032 (the “4.5% Notes”). The 4.5% Notes, which were offered in a private offering, were issued pursuant to a Senior Notes Indenture, dated as of June 24, 2025 (the “4.5% Indenture”), among Darling Global Finance B.V., Darling, the subsidiary guarantors party thereto from time to time, GLAS Trust Company LLC, as trustee, principal paying agent and registrar. The gross proceeds of the offering, together with borrowings under the Company’s revolving credit facility, were used to (i) redeem the Company’s previous 3.625% senior notes and repay or otherwise refinance the Company’s Previous Credit Agreement, and (ii) pay costs, fees and expenses related to the refinancing.

The 4.5% Notes will mature on July 15, 2032. The 4.5% Issuer pays interest on the 4.5% Notes on January 15 and July 15 of each year commencing on January 15, 2026. Interest on the 4.5% Notes accrues at a rate of 4.5% per annum and is payable in cash. The 4.5% Notes are guaranteed by Darling and all of Darling’s restricted subsidiaries (other than any foreign subsidiary or any receivable entity) that are borrowers under or guarantee the Senior Secured Credit Facilities (collectively, the “4.5% Guarantors”). The 4.5% Notes and the guarantees thereof are senior unsecured obligations of the 4.5% Issuer and the 4.5% Guarantors and rank equally in right of payment to all of the 4.5% Issuer's and the 4.5% Guarantors’ existing and future senior indebtedness. The 4.5% Indenture contains covenants limiting Darling’s ability and the ability of its restricted subsidiaries (including the 4.5% Issuer) to, among other things: grant liens to secure indebtedness and merge with or into other companies or otherwise dispose of all or substantially all of their assets. The 4.5% Indenture also requires any non-guarantor restricted subsidiary that is a borrower under or that guarantees the Senior Secured Credit Facilities or, if the Senior Secured Credit Facilities are not outstanding, incurs certain material indebtedness, to guarantee the notes, unless such non-guarantor restricted subsidiary is a foreign
subsidiary, receivables entity or another exception applies. These covenants include significant exceptions and qualifications. The 4.5% Indenture does not directly restrict the issuer or the guarantors from incurring indebtedness, paying dividends or making other distributions, repurchasing Darling’s capital stock, or making investments. The Company capitalized approximately $10.6 million of deferred loan costs as of June 28, 2025 in connection with the 4.5% Notes.
Other than in connection with a change of control repurchase event, as described in the 4.5% Indenture, the 4.5% Issuer is not required to make mandatory redemption or sinking fund payments on the 4.5% Notes. The 4.5% Issuer may redeem some or all of the 4.5% Notes at any time prior to July 15, 2028 at a redemption price of 100% of the principal amount plus a “make-whole” premium as provided in the 4.5% Indenture. The 4.5% Notes become redeemable at any time from July 15, 2028, in whole or in part, at the fixed redemption price specified in the 4.5% Indenture.

As of June 28, 2025, the Company is in compliance with all of the financial covenants under the Amended Credit Agreement, and believes it is in compliance with all of the other covenants contained in the Amended Credit Agreement, the 6% Senior Notes due 2030, the 5.25% Senior Notes due 2027 and the 4.5% Senior Notes due 2032.