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Debt | 12 Months Ended
--- | ---
Dec. 28, 2024
Debt Disclosure [Abstract] |
Debt | DEBT Debt consists of the following (in thousands):
| December 28, 2024 |  | December 30, 2023
Amended Credit Agreement: |  |  |
Revolving Credit Facility (zero and $82.9 million denominated in € at December 28, 2024 and December 30, 2023, respectively) | $ | 267,000 |  |  | $ | 610,875 |
Term A-1 facility | 397,000 |  |  | 400,000 |
Less unamortized deferred loan costs | (366) |  |  | (546) |
Carrying value Term A-1 facility | 396,634 |  |  | 399,454 |
Term A-2 facility | 471,875 |  |  | 481,250 |
Less unamortized deferred loan costs | (509) |  |  | (771) |
Carrying value Term A-2 facility | 471,366 |  |  | 480,479 |
Term A-3 facility | 297,750 |  |  | 300,000 |
Less unamortized deferred loan costs | (560) |  |  | (832) |
Carrying value Term A-3 facility | 297,190 |  |  | 299,168 |
Term A-4 facility | 481,250 |  |  | 490,625 |
Less unamortized deferred loan costs | (664) |  |  | (1,002) |
Carrying value Term A-4 facility | 480,586 |  |  | 489,623 |
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 premiums | (5,605) |  |  | (6,441) |
Carrying value 6% Senior Notes due 2030 | 994,395 |  |  | 993,559 |
5.25% Senior Notes due 2027 with effective interest of 5.47% | 500,000 |  |  | 500,000 |
Less unamortized deferred loan costs | (2,322) |  |  | (3,249) |
Carrying value 5.25% Senior Notes due 2027 | 497,678 |  |  | 496,751 |
3.625% Senior Notes due 2026 - Denominated in euro with effective interest of 3.83% | 536,733 |  |  | 569,075 |
Less unamortized deferred loan costs - Denominated in euro | (1,542) |  |  | (2,763) |
Carrying value 3.625% Senior Notes due 2026 | 535,191 |  |  | 566,312 |
Other Notes and Obligations | 101,958 |  |  | 90,852 |
| 4,041,998 |  |  | 4,427,073 |
Less Current Maturities | 133,020 |  |  | 60,703 |
| $ | 3,908,978 |  |  | $ | 4,366,370 |
As of December 28, 2024, the Company had no outstanding debt under the revolving credit facility denominated in euros and €515.0 million outstanding debt under the Company’s 3.625% Senior Notes due 2026 denominated in euros. See below for discussion relating to the Company’s debt agreements. In addition, at December 28, 2024, the Company had finance lease obligations denominated in euros of approximately €5.5 million. As of December 28, 2024, the Company had other notes and obligations of approximately $102.0 million that consist of various overdraft facilities of approximately $55.7 million, a China working capital line of credit of approximately $1.4 million, Brazilian notes of approximately $20.4 million and other debt of approximately $24.5 million, including U.S. finance lease obligations of approximately $3.1 million. Senior Secured Credit Facilities. On January 6, 2014, 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 (as subsequently amended, the “Amended Credit Agreement”), restating its then existing Amended and Restated Credit Agreement dated September 27, 2013, 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. The Amended Credit Agreement has been subsequently amended, the most recent of which was the Ninth Amendment on September 6, 2022. The Amended Credit Agreement provides for senior secured credit facilities in the aggregate principal amount of $3.725 billion, which matures on December 9, 2026 and is comprised of (i) the Company’s $525.0 million term loan B facility, (ii) the Company’s $400.0 million term A-1 facility, (iii) the Company’s $500.0 million term A-2 facility, (iv) the Company’s $300.0 million term A-3 facility, (v) the Company’s $500.0 million term A-4 facility and (vi) the Company’s $1.5 billion five-year revolving credit facility (up to $150.0 million of which will be available for a letter of credit sub-limit and $50.0 million of which will be available for a swingline sub-limit) (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). Up to $1.46 billion of the revolving credit facility is available to be borrowed by Darling, Darling Canada, Darling NL, Darling Ingredients International Holding B.V. (“Darling BV”), Darling GmbH, and Darling Belgium in U.S. dollars, Canadian dollars, euros, Sterling and other currencies to be agreed and available to each applicable lender. The remaining $40.0 million must be borrowed in U.S. dollars only by Darling. The revolving credit facility will mature on December 9, 2026. 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 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 1.75% per annum or (ii) the base rate or the adjusted term SOFR for a one-month interest period for U.S. dollar borrowings or the 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 0.75% per annum, and in each case of clauses (i) and (ii), subject to certain step-ups and step-downs based on the Company’s total leverage ratio. The interest rate applicable to any borrowing under the term A-1 facility and term A-3 facility will equal the adjusted term SOFR plus 1.875% per annum subject to certain step-ups and step-downs based on the Company’s total leverage ratio with a minimum of 1.50%. The interest rate applicable to any borrowing under the term A-2 facility and term A-4 facility will equal the adjusted term SOFR plus 1.75% per annum subject to certain step-ups and step-downs based on the Company’s total leverage ratio with a minimum of 1.00%. As of December 28, 2024, the Company had (i) $267.0 million outstanding under the revolver at SOFR plus a margin of 1.75% per annum for a total of 6.18778% per annum, (ii) $397.0 million outstanding under the term A-1 facility at SOFR plus a margin of 1.875% per annum for a total of 6.54758% per annum, (iii) $471.9 million outstanding under the term A-2 facility at SOFR plus a margin of 1.75% per annum for a total of 6.42258% per annum, (iv) $297.8 million outstanding under the term A-3 facility at SOFR plus a margin 1.875% per annum for a total of 6.54758% per annum, and (v) $481.3 million outstanding under the term A-4 facility at SOFR plus a margin 1.75% per annum for a total of 6.42258% per annum. As of December 28, 2024, the Company had revolving credit facility availability of $1,159.6 million, taking into account amounts borrowed, ancillary facilities of $72.7 million and letters of credit issued of $0.7 million. The Company also has foreign bank guarantees of approximately $11.1 million that are not part of the Company’s Amended Credit Agreement at December 28, 2024. The Amended Credit Agreement contains various customary representations and warranties by the Company, which include customary use of materiality, material adverse effect and knowledge qualifiers. The Amended Credit Agreement also contains (a) certain affirmative covenants that impose certain reporting and/or performance obligations on Darling and its restricted subsidiaries, (b) certain negative covenants that generally prohibit, subject to various exceptions, Darling and its restricted subsidiaries from taking certain actions, including, without limitation, incurring indebtedness, making investments, incurring liens, paying dividends and engaging in mergers and consolidations, sale and leasebacks and asset dispositions, (c) financial covenants, which include a maximum total leverage ratio and a minimum interest coverage ratio and (d) customary events of default (including a change of control) for financings of this type. Obligations under the Senior Secured Credit Facilities may be declared due and payable upon the occurrence and during the continuance of customary events of default. 6% Senior Notes due 2030. On June 9, 2022, Darling issued and sold $750.0 million aggregate principal amount of 6% Senior Notes due 2030 (the “6% Initial Notes”). The 6% Initial Notes, which were offered in a private offering, were issued pursuant to a Senior Notes Indenture, dated as of June 9, 2022 (the “6% Base Indenture”), among Darling, the subsidiary guarantors party thereto from time to time, and Truist Bank, as trustee. The gross proceeds from the offering, together with cash on hand, were used to repay the Company’s outstanding revolver borrowings and for general corporate purposes, including to pay the discount of the initial purchasers and to pay the other fees and expenses related to the offering. On August 17, 2022, Darling issued an additional $250.0 million in aggregate principal amount of its 6% Senior Notes due 2030 (the “add-on notes” and, together with the 6% Initial Notes, the “6% Notes”). The add-on notes and related guarantees, which were offered in a private offering, were issued as additional notes under the 6% Base Indenture, as supplemented by a supplemental indenture, dated as of August 17, 2022 (the “supplemental indenture” and, together with the 6% Base Indenture, the “6% Indenture”). The add-on notes have the same terms as the 6% Initial Notes (other than issue date and issue price) and, together with the 6% Initial Notes, constitute a single class of securities under the 6% Indenture. The add-on notes were issued at a premium resulting in the Company receiving $255.0 million upon issuance. The premium of approximately $5.0 million is being amortized over the term of the now $1.0 billion of 6% Notes. The 6% Notes will mature on June 15, 2030. Darling pays interest on the 6% Notes on June 15 and December 15 of each year. Interest on the 6% Notes accrues at a rate of 6% per annum and is payable in cash. The 6% Notes are guaranteed by Darling and all of Darling’s restricted subsidiaries (other than foreign subsidiaries) that are borrowers under or that guarantee the Senior Secured Credit Facilities (collectively, the “6% Guarantors”). The 6% Notes and the guarantees thereof are senior unsecured obligations of Darling and the 6% Guarantors and rank equally in right of payment to all of Darling’s and the 6% Guarantors’ existing and future senior indebtedness. The 6% Indenture contains covenants limiting Darling's ability and the ability of its restricted subsidiaries to grant liens to secure indebtedness and merge with or into other companies or otherwise dispose of all or substantially all of Darling's assets. The Company capitalized approximately $12.7 million of deferred loan costs as of December 31, 2022 in connection with the 6% Notes. Other than for extraordinary events such as a change of control, Darling is not required to make mandatory redemption or sinking fund payments on the 6% Notes. The 6% Notes are redeemable, in whole or in part, at any time on or after June 15, 2025 at the redemption prices specified in the 6% Indenture. Darling may redeem the 6% Notes in whole, but not in part, at any time prior to June 15, 2025, at a redemption price equal to 100% of the principal amount of the 6% Notes redeemed, plus an Applicable Premium as specified in the 6% Indenture. 3.625% Senior Notes due 2026. On May 2, 2018, Darling Global Finance B.V. (the “3.625% Issuer”), a wholly-owned subsidiary of Darling, issued and sold €515.0 million aggregate principal amount of 3.625% Senior Notes due 2026 (the “3.625% Notes”). The 3.625% Notes, which were offered in a private offering, were issued pursuant to a Senior Notes Indenture, dated as of May 2, 2018 (the “3.625% Indenture”), among Darling Global Finance B.V., Darling, the subsidiary guarantors party thereto from time to time, Citibank, N.A., London Branch, as trustee and principal paying agent, and Citigroup Global Markets Deutschland AG, as principal registrar. The gross proceeds of the offering, together with borrowings under the Company’s revolving credit facility, were used to refinance all of the Company’s previous 4.75% Notes by cash tender offer and redemption of those notes and to pay any applicable premiums for the refinancing, to pay the commission of the initial purchasers of the 3.625% Notes and to pay the other fees and expenses related to the offering. The 3.625% Notes will mature on May 15, 2026. The 3.625% Issuer pays interest on the 3.625% Notes on May 15 and November 15 of each year. Interest on the 3.625% Notes accrues at a rate of 3.625% per annum and is payable in cash. The 3.625% Notes are guaranteed by Darling and all of Darling’s restricted subsidiaries (other than any foreign subsidiary or any receivable entity) that guarantee the Senior Secured Credit Facilities (collectively, the “3.625% Guarantors”). The 3.625% Notes and the guarantees thereof are senior unsecured obligations of the 3.625% Issuer and the 3.625% Guarantors and rank equally in right of payment to all of the 3.625% Issuer's and the 3.625% Guarantors’ existing and future senior indebtedness. The 3.625% Indenture contains covenants limiting Darling’s ability and the ability of its restricted subsidiaries (including the 3.625% Issuer) to, among other things: incur additional indebtedness or issue preferred stock; pay dividends on or make other distributions or repurchases of Darling’s capital stock or make other restricted payments; make loans or investment; grant liens to secure indebtedness; designate Darling’s subsidiaries as unrestricted subsidiaries; and sell certain assets or merge with or into other companies or otherwise dispose of substantially all of Darling’s assets. Other than for extraordinary events such as a change of control and defined assets sales, the 3.625% Issuer is not required to make mandatory redemption or sinking fund payments on the 3.625% Notes. The 3.625% Notes became redeemable from May 15, 2023, in whole or in part, at any time at their face value. 5.25% Senior Notes due 2027. On April 3, 2019, Darling issued and sold $500.0 million aggregate principal amount of 5.25% Senior Notes due 2027 (the “5.25% Notes”). The 5.25% Notes, which were offered in a private offering, were issued pursuant to a Senior Notes Indenture, dated as of April 3, 2019 (the “5.25% Indenture”), among Darling, the subsidiary guarantors party thereto from time to time, and Regions Bank, as trustee. The gross proceeds from the sale of the Notes, together with cash on hand, were used to refinance all of the Company’s previous 5.375% Notes by cash tender offer for and redemption of those notes, to pay the discount of the initial purchasers and to pay the other fees and expenses related to the offering. The 5.25% Notes will mature on April 15, 2027. Darling pays interest on the 5.25% Notes on April 15 and October 15 of each year. Interest on the 5.25% Notes accrues at a rate of 5.25% per annum and is payable in cash. The 5.25% Notes are guaranteed by Darling and all of Darling's restricted subsidiaries (other than foreign subsidiaries) that are borrowers under or that guarantee the Senior Secured Credit Facilities (collectively, the “5.25% Guarantors”). The 5.25% Notes and the guarantees thereof are senior unsecured obligations of Darling and the 5.25% Guarantors and rank equally in right of payment to all of the Darling’s and the 5.25% Guarantors’ existing and future senior indebtedness. The 5.25% Indenture contains covenants limiting Darling’s ability and the ability of its restricted subsidiaries to, grant liens to secure indebtedness and merge with or into other companies or otherwise dispose of all or substantially all of Darling's assets. Other than for extraordinary events such as a change of control, Darling is not required to make mandatory redemption or sinking fund payments on the 5.25% Notes. The 5.25% Notes became redeemable from April 15, 2024, in whole or in part, at any time at their face value. As of December 28, 2024, 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% Indenture, the 5.25% Indenture and the 3.625% Indenture. Maturities of long-term debt at December 28, 2024 are as follows (in thousands):
| Contractual Debt Payment
2025 | $ | 134,087 |
2026 | 2,408,361 |
2027 | 503,272 |
2028 | 2,729 |
2029 | 2,520 |
thereafter | 1,002,597 |
| $ | 4,053,566 |

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