Mars, Incorporated Announces Offering of Senior Notes

Rhea-AI Summary

Mars, Incorporated has announced a private offering of senior notes to partially finance its pending acquisition of Kellanova (NYSE: K). The notes will be offered to qualified institutional buyers in the US and non-US persons outside the US under Securities Act exemptions.

If the acquisition isn't 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 their principal amount plus accrued interest. While the notes won't initially be guaranteed by Mars subsidiaries, Kellanova is expected to guarantee them on a senior unsecured basis upon acquisition completion.

The offering's completion isn't conditional on the acquisition's consummation. The notes haven't been registered under the Securities Act and cannot be offered or sold in the US without registration or applicable exemption.

Positive

• Structured financing plan in place for major acquisition
• 101% redemption protection for noteholders if deal fails
• Additional security through Kellanova's future guarantee of notes

Negative

• Notes offering increases Mars' debt burden
• Risk of acquisition not closing by deadline
• Notes not registered under Securities Act, limiting transferability

News Market Reaction

-0.30%

1 alert

-0.30% News Effect

On the day this news was published, K declined 0.30%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

MCLEAN, Va., March 4, 2025 /PRNewswire/ -- Mars, Incorporated (the "Company" or "Mars") announced today the commencement of a private offering of senior notes (the "Notes"). This offering is part of the financing for our pending acquisition (the "Acquisition") of Kellanova, a Delaware corporation (NYSE: K) ("Kellanova"), which remains subject to customary closing conditions, including regulatory approvals. The Company intends to use the net proceeds from this offering of the Notes, together with other financing sources and cash on hand, to fund the Acquisition and pay related fees and expenses. The issuance of the Notes may occur prior to the closing of the Acquisition, and the closing of this offering is not conditioned upon the consummation of the Acquisition. If the Acquisition is not consummated on or prior to August 20, 2026, or the merger agreement for the Acquisition is earlier terminated, the Notes will be subject to a special mandatory redemption at a redemption price equal to 101% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon, if any.

On the issue date, the Notes will not be guaranteed by any of the Company's subsidiaries. Upon the consummation of the Acquisition, Kellanova is expected to guarantee the Notes on a senior unsecured basis.

The Notes are being offered in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), in the United States only to investors who are reasonably believed to be "qualified institutional buyers," as that term is defined in Rule 144A under the Securities Act, or to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of any of the Notes in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

This communication contains "forward-looking statements" which reflect management's expectations regarding the Company's future growth, results of operations, operational and financial performance and business prospects and opportunities. These statements or disclosures may discuss goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition or state other information relating to the Company, based on current beliefs of management as well as assumptions made by, and information currently available to, the Company. Forward-looking statements generally will be accompanied by words such as "anticipate," "believe," "could," "estimate," "expect," "forecast," "intend," "may," "possible," "potential," "predict," "project" or other similar words, phrases or expressions. Although the Company believes these forward-looking statements are reasonable, they are based upon a number of assumptions concerning future conditions, any or all of which may ultimately prove to be inaccurate. Forward-looking statements involve a number of risks and uncertainties that could cause actual results to vary. Such forward-looking statements may include, among other things, statements about the offering of the Notes and about the Acquisition. All forward-looking statements in this communication apply only as of the date made and are expressly qualified in their entirety by this cautionary statement. Except as otherwise required by law, the Company undertakes no obligation to publicly update or  revise any forward-looking statements to reflect subsequent events or circumstances.

Contact: Kelly Frailey, kelly.frailey@effem.com

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SOURCE Mars, Incorporated

FAQ

When is the deadline for Mars to complete Kellanova (K) acquisition before notes redemption?

The acquisition must be completed by August 20, 2026, or the notes will be subject to special mandatory redemption at 101% of principal amount plus interest.

What happens to the senior notes if Mars fails to acquire Kellanova (K)?

If the acquisition fails or terminates early, the notes will be redeemed at 101% of principal amount plus accrued interest.

Will Kellanova (K) guarantee Mars' senior notes after the acquisition?

Yes, Kellanova is expected to guarantee the notes on a senior unsecured basis upon completion of the acquisition.

Who can purchase Mars' senior notes for the Kellanova (K) acquisition?

The notes are only available to qualified institutional buyers in the US and non-US persons outside the US under Securities Act exemptions.