Mars, Incorporated Announces Pricing of $26 Billion of Senior Notes

Core Viewpoint - Mars, Incorporated announced a private offering of $26.0 billion in senior notes to fund the acquisition of Kellanova and related expenses [1][2]. Group 1: Offering Details - The offering consists of various senior notes with different maturities and interest rates, including $2.0 billion of 4.450% notes due 2027, $3.25 billion of 4.600% notes due 2028, and others maturing between 2030 and 2065 [1]. - Interest payments for the notes will be made semi-annually, with the first payments starting in September 2025 for the earlier notes and November 2025 for the later notes [1]. - The offering is expected to close around March 12, 2025, subject to customary closing conditions [1]. Group 2: Use of Proceeds - The net proceeds from the offering will be used to fund the acquisition of Kellanova and cover related fees and expenses [2]. - The acquisition is subject to customary closing conditions, including regulatory approvals, and the closing of the offering is not contingent upon the acquisition [2]. - If the acquisition is not completed by August 20, 2026, or if the merger agreement is terminated, the notes will be subject to a special mandatory redemption at 101% of the principal amount plus accrued interest [2]. Group 3: Guarantees and Regulatory Compliance - The notes will not be guaranteed by any of the company's subsidiaries at the time of issuance, but Kellanova is expected to guarantee them on a senior unsecured basis upon consummation of the acquisition [3]. - The notes are being offered in a private transaction to qualified institutional buyers and non-U.S. persons, relying on exemptions from registration requirements under the Securities Act [4].