Mars, Incorporated Announces Offering of Senior Notes

Core Viewpoint - Mars, Incorporated has initiated a private offering of senior notes to finance the acquisition of Kellanova, which is subject to customary closing conditions including regulatory approvals [1]. Group 1: Offering Details - The net proceeds from the offering will be used to fund the acquisition and cover related fees and expenses [1]. - The issuance of the notes may occur before the acquisition closes, and the closing of the offering is not contingent upon the acquisition being completed [1]. - If the acquisition is not completed by August 20, 2026, or if the merger agreement is terminated earlier, the notes will be subject to a special mandatory redemption at 101% of the principal amount plus accrued interest [1][2]. Group 2: Guarantee and Registration - The notes will not be guaranteed by any of Mars' subsidiaries at the issue date, but Kellanova is expected to guarantee them on a senior unsecured basis upon consummation of the acquisition [2]. - The notes are being offered in a private transaction to qualified institutional buyers and non-U.S. persons, relying on exemptions from the registration requirements of the Securities Act [3]. Group 3: Legal and Forward-Looking Statements - The press release does not constitute an offer to sell or solicit offers to buy the notes in jurisdictions where such actions would be unlawful [4]. - The communication includes forward-looking statements regarding the company's future growth and performance, which are based on management's expectations and assumptions that may prove to be inaccurate [5].