Darling Ingredients Inc. · NYSE:DAR

Darling Ingredients — Darling International — Merger or Acquisition (November 2010)

17 slides from Darling Ingredients's merger presentation, Nov 9, 2010

  1. Slide 1: Slide 1

  2. Slide 2: Key Highlights

    Combining Darling with Griffin creates America’s largest independent renderer and recycler serving the nation’s food industry Key considerations: National platform with scale Diversified base of raw material supply Entrenched customer relationships Insulation from commodity price fluctuations throug

  3. Slide 3: Competitive Strengths

    National Platform with Scale Diversified Base of Material Inputs Regulatory Compliance and Permitting Experienced Management Team Culture of Innovation Long-term Relationships with Raw Material Suppliers Largest independent rendering provider with operations nationwide Breadth to service national ac

  4. Slide 4: Darling's National Platform

    The only independent recycling/rendering company with a national footprint — Network of 45 processing facilities from coast to coast Darling’s National Platform

  5. Slide 5: Strategic rationale

    Darling 2009 Diversifies into Poultry and Bakery Strategic rationale Griffin 2009 Pro Forma 2009 Diversification of raw material supply, providing Darling with greater exposure to poultry — Griffin is one of the three largest non-captive US processors of poultry by-products — Reduces Darling’s relia

  6. Slide 6: Griffin Industries overview

    © The largest independent providers of rendering, bakery feed, and cooking oil recycling services in the Southeast Track Record of Growth and Strong Financial Performance © Collects and processes by-products from: Poultry and meat processors Commercial bakeries Restaurants Grocery stores Butcher sho

  7. Slide 7: Griffin Industries Business Model

    Griffin Industries Business Model Commodity Products (<45% of 2009 Sales) Griffin Premium, Value - Added, or Branded Products (>55% of 2009 Sales) Raw Materials Poultry By - Products Beef & Pork By - Products Spent Cooking Oil Bakery & Snack Food Waste Bakery Feed Yellow Grease, Tallow, Poultry Grea

  8. Slide 8: Griffin Procurement and Risk Management

    100% of rendering business under formula pricing 100% of bakery business under formula pricing Over 60% of restaurant cooking oil customers under formula pricing agreements Contracts typically 3-5 years Griffin Procurement and Risk Management

  9. Slide 9: Griffin Industries Premium Products

    Griffin Industries Premium Products Strategic focus on premium and value-added products +65% +70% +75% Premium products pricing relative to commodity meals Expansion of premium, value-added and branded sales 25% 57% Griffin is able to drive premium pricing through differentiated and value-added prod

  10. Slide 10: Griffin's Operating Divisions

    Griffin’s Operating Divisions Operating segment overview 2009 sales mix by segment 2 Rendering Bakery Feeds Hides & Skins Export Fertilizer Biodiesel Jay Gee Raw Material Processing and Production & Sale of Finished Goods Production & Sale of Finished Goods Support 2009 raw materials mix 1 Rendering

  11. Slide 11: Fills in the U.S. Southeast Footprint

    Fills in the U.S. Southeast Footprint Griffin Industries Darling International Darling and Griffin locations Griffin locations only Darling locations only

  12. Slide 12: Pro forma combined financials 2009

    Darling Griffin FYE December 31, 2009 Revenue $598 $525 Locations 81 55 Employees 1,870 1,392 2009 EBITDA $96 $114 Pro Forma $1,123 136 3,262 $210 DARLING

  13. Slide 13: Transaction Synergy Potential

    Griffin will operate as a wholly-owned subsidiary of Darling and over time will create synergies through: Routing improvements (Florida, Georgia, Indiana, Ohio in 2011) Implementation of best practices from Darling and Griffin to achieve plant processing efficiencies Scale arbitrage on fat & grease

  14. Slide 14: Successful Acquisition Integration Track Record

    Successful Acquisition Integration Track Record Since 2004, Darling has acquired and integrated 9 companies investing a total of $212 million July Dec Aug Oct FL, GA KC metro NYC metro GA GA So CA Burrows Industries, Inc. dba Minuteman Pumping Ace Grease Service J&R Rendering, Inc. Southeastern Main

  15. Slide 15: Griffin Enhances Existing Management Team

    Griffin Enhances Existing Manag e ment Team Griffin Darling Name Years at Griffin Robert Griffin President & CEO Years in Industry Martin Griffin Chief Operating Officer Anthony Griffin Chief Financial Officer Thomas Griffin Senior Vice President William Reagor President of Bakery Division Rick Elro

  16. Slide 16: Transaction Overview

    Transaction Overview Transaction Overview

  17. Slide 17: Transaction Overview

    Transaction Ov erview Target & Purchase Price Griffin Industries (“Target”) One of the largest independent providers of value-added rendering, bakery feed and cooking oil recycling services $840mm purchase price Capital Structure $325mm Revolver due 2015 $300mm Term Loan B due 2016 $250mm High Yield

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