Mars, Incorporated Initiates Private Offering of Senior Notes for Funding Acquisition

Mars, Incorporated Initiates Private Offering of Senior Notes for Acquisition Financing

Mars, Incorporated, a prominent player in the consumer products arena, has recently disclosed the initiation of a private offering of senior notes. This strategic move is part of the financial structure designed to support the pending acquisition of Kellanova, a Delaware-based corporation listed on the NYSE under the symbol K. The acquisition is currently awaiting standard closing conditions, which include various regulatory approvals.

The net proceeds derived from this offering of senior notes, alongside alternative financing methods and available cash, will be allocated towards the acquisition costs and associated expenses. Notably, the issuance of these senior notes may precede the completion of the acquisition itself, highlighting Mars' confidence in its financial strategy. Furthermore, it is worth mentioning that closing the offering is not contingent upon the finalization of the acquisition.

If the acquisition does not close by August 20, 2026, or if the merger agreement is terminated earlier, the notes will be subject to a special mandatory redemption. This redemption process entails a payment amounting to 101% of the notes' principal plus any accrued interest up to that point, thereby ensuring investors' interests are safeguarded.

At the time of issue, the senior notes will not carry guarantees from any subsidiaries of the Company. However, once the acquisition is successfully consummated, it is expected that Kellanova will provide a guarantee for the notes based on a senior unsecured status.

This offering is being conducted as a private transaction, relying on exemptions from the registration requirements delineated by the Securities Act of 1933. The targeted audience for this offering consists of investors classified as