Kellogg(US:K) Prnewswireยท2025-03-11 23:43Core Viewpoint - Mars, Incorporated has received the necessary consents from eligible holders of Kellanova's existing senior notes to implement proposed amendments related to its acquisition of Kellanova, which will not take effect until the acquisition is completed [1][2][6]. Group 1: Consent Solicitations and Amendments - The consent solicitations were conducted in connection with Mars' pending acquisition of Kellanova and were not contingent upon the completion of the acquisition [2][5]. - The proposed amendments will modify certain covenants and events of default in the existing Kellanova indentures to align with Mars' senior notes [4][5]. - The consent payments will be made to eligible holders who validly delivered their consent prior to the expiration date, contingent upon the acquisition's closing [4][7]. Group 2: Financial Details - The consent payments for each $1,000 principal amount of existing Kellanova notes will be $1.00 in cash, with specific amounts outlined for various series of notes [3][4]. - The total principal amounts of the existing Kellanova notes involved in the consent solicitations include $625.18 million for the Kellanova 2031 Notes, $750 million for the Kellanova 2026 Notes, and additional amounts for other series [3][4]. Group 3: Execution and Conditions - Upon receiving the requisite consents, Mars and Kellanova will execute supplemental indentures to implement the proposed amendments, effective upon execution but not operative until the acquisition is consummated [6][7]. - The issuance of the Mars Guarantee and the payment of consent payments are contingent upon the successful closing of the acquisition [2][7].