DARLING INGREDIENTS INC.DAR
DARLING INGREDIENTS INC. Debt Disclosure
DEBT
Debt consists of the following (in thousands):
| January 3, 2026 | December 28, 2024 | ||||||||||
| Amended Credit Agreement: | |||||||||||
Revolving Credit Facility ($162.2 million and zero denominated in € at January 3, 2026 and December 28, 2024, respectively) | $ | 601,150 | $ | 267,000 | |||||||
| Term A facility | 895,500 | — | |||||||||
| Less unamortized deferred loan costs | (3,846) | — | |||||||||
| Carrying value Term A facility | 891,654 | — | |||||||||
| 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 premiums | (4,725) | (5,605) | |||||||||
Carrying value 6% Senior Notes due 2030 | 995,275 | 994,395 | |||||||||
5.25% Senior Notes due 2027 with effective interest of 5.47% | 500,000 | 500,000 | |||||||||
| Less unamortized deferred loan costs | (1,345) | (2,322) | |||||||||
Carrying value 5.25% Senior Notes due 2027 | 498,655 | 497,678 | |||||||||
4.5% Senior Notes due 2032 - Denominated in euro with effective interest of 4.7% | 881,250 | — | |||||||||
| Less unamortized deferred loan costs - Denominated in euro | (9,781) | — | |||||||||
Carrying value 4.5% Senior Notes due 2032 | 871,469 | — | |||||||||
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 Obligations | 79,257 | 101,958 | |||||||||
| 3,937,460 | 4,041,998 | ||||||||||
| Less Current Maturities | 75,217 | 133,020 | |||||||||
| $ | 3,862,243 | $ | 3,908,978 | ||||||||
As of January 3, 2026, the Company had €138.0 million outstanding debt under the revolving credit facility denominated in euros and €750.0 million outstanding debt under the Company’s 4.5% Senior Notes due 2032 denominated in euros. See below for discussion relating to the Company’s debt agreements. In addition, at January 3, 2026, the Company had finance lease obligations denominated in euros of approximately €4.2 million.
As of January 3, 2026, the Company had other notes and obligations of approximately $79.3 million that consist of various overdraft facilities of approximately $52.6 million, European notes of approximately $14.3 million, Brazilian notes of approximately $6.6 million and other debt of approximately $5.8 million, including the euro denominated finance lease obligations above and U.S. finance lease obligations of approximately $0.9 million.
Senior Secured Credit Facilities. On June 25, 2025, Darling, Darling International Canada Inc. (“Darling Canada”) and 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 term A-1 facility and $296.3 million 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 and 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 0.50% for ABR borrowings.
As of January 3, 2026, the Company had (i) $4.0 million outstanding under the revolver at base rate plus a margin of 0.50% per annum for a total of 7.25%, (ii) $435.0 million outstanding under the revolver at SOFR plus a margin of 1.50% per annum for a total of 5.22141% per annum, (iii) $895.5 million outstanding under the term A facility at SOFR plus a margin of 1.75% per annum for a total of 5.47141% per annum, and (iv) €138.0 million outstanding under the revolving credit facility at EURIBOR plus a margin of 1.50% per annum for a total of 3.43001% per annum. As of January 3, 2026, the Company had revolving credit facility availability of $1.3 billion, taking into account amounts borrowed, ancillary facilities of $73.6 million and letters of credit issued of $0.8 million. The Company also has foreign bank guarantees of approximately $12.5 million that are not part of the Company’s Amended Credit Agreement at January 3, 2026. The Company capitalized approximately $8.0 million of deferred loan costs as of January 3, 2026 in connection with the Amended Credit Agreement.
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 limit the ability of Darling and its restricted subsidiaries, subject to various exceptions, to, among other things, incur indebtedness and liens, enter into mergers and other fundamental changes, engage in other lines of business, make investments, dispose of assets, make distributions to equity holders, make payments on certain indebtedness, enter into transactions with affiliates and amend material debt documents, (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.
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 $10.3 million of deferred loan costs as of January 3, 2026 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.
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.
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.
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 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 January 3, 2026, 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 4.5% Indenture, the 6% Indenture and the 5.25% Indenture.
Maturities of long-term debt at January 3, 2026 are as follows (in thousands):
| Contractual Debt Payment | |||||
| 2026 | $ | 75,867 | |||
| 2027 | 512,762 | ||||
| 2028 | 10,005 | ||||
| 2029 | 11,895 | ||||
| 2030 | 1,612,177 | ||||
| Thereafter | 1,734,451 | ||||
| $ | 3,957,157 | ||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2026 | Mar 3, 2026 | Showing above |
| 2024 | Feb 25, 2025 | |
| 2023 | Feb 28, 2024 | |
| 2022 | Mar 1, 2022 | |
| 2021 | Mar 2, 2021 | |
| 2019 | Feb 25, 2020 | |
| 2018 | Feb 27, 2019 | |
| 2017 | Feb 27, 2018 | |
| 2016 | Mar 1, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.