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Stocks D / Darling International Inc.


Subject:  Re: what's the deal with the special meet? Date:  11/3/2013  8:04 AM
Author:  Cicciano Number:  42 of 71

against! Dilution = badness

Well, it depends on what the dilution is for. This vote does not create a dilution, just the option for a future dilution that will either raise cash or be used for acquisitions in lieu of cash (or, to grant more stock options and blocks to company employees, a practice I do not like if they are not properly expensed). From the proposal:

We currently intend to access the capital and loan markets in the near term to raise equity and debt. If you
approve the amendment to our restated certificate of incorporation to increase the number of authorized shares of
Common Stock as described herein, we may in the near future and from time to time conduct one or more public
offerings of shares of our Common Stock, including shares of Common Stock authorized pursuant to the

If they use the authorization to offer a secondary offering, the cash raises the health of the company's balance sheet, and if you trust management to use it wisely, it can help the company grow. Of course, if you feel the stock is undervalued, an offering might NOT be a great use of the shares since they company is essentially putting its ownership on discount for sale.

I think that Darling's management has used pretty good judgment in its acquisitions and its startup of Green Diesel, so I think I will support this proposal.

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