MCLEAN,
Va., March 5, 2025 /PRNewswire/ -- Mars,
Incorporated (the "Company" or "Mars") announced today the pricing
of its previously announced private offering of $26.0 billion aggregate principal amount of
senior notes, consisting of $2.0
billion in aggregate principal amount of 4.450% Senior Notes
due 2027 (the "2027 Notes"), $3.25
billion in aggregate principal amount of 4.600% Senior Notes
due 2028 (the "2028 Notes"), $4.5
billion in aggregate principal amount of 4.800% Senior Notes
due 2030 (the "2030 Notes"), $2.75
billion in aggregate principal amount of 5.000% Senior Notes
due 2032 (the "2032 Notes"), $5.0
billion in aggregate principal amount of 5.200% Senior Notes
due 2035 (the "2035 Notes"), $2.75
billion in aggregate principal amount of 5.650% Senior Notes
due 2045 (the "2045 Notes"), $4.75
billion in aggregate principal amount of 5.700% Senior Notes
due 2055 (the "2055 Notes") and $1.0
billion in aggregate principal amount of 5.800% Senior Notes
due 2065 (the "2065 Notes" and, together with the 2027 Notes, the
2028 Notes, the 2030 Notes, the 2032 Notes, the 2035 Notes, the
2045 Notes and the 2055 Notes, the "Notes"). Interest on the 2027
Notes, the 2028 Notes, the 2030 Notes, the 2032 Notes and the 2035
Notes will be payable semi-annually on March
1 and September 1 of each
year, beginning on September 1, 2025.
Interest on the 2045 Notes, the 2055 Notes and the 2065 Notes will
be payable semi-annually on May 1 and
November 1 of each year, beginning on
November 1, 2025. The 2027 Notes will
mature on March 1, 2027. The 2028
Notes will mature on March 1, 2028.
The 2030 Notes will mature on March 1,
2030. The 2032 Notes will mature on March 1, 2032. The 2035 Notes will mature on
March 1, 2035. The 2045 Notes will
mature on May 1, 2045. The 2055 Notes
will mature on May 1, 2055. The 2065
Notes will mature on May 1, 2065. The
offering is expected to close on or about March 12, 2025 (the "Issue Date"), subject to
customary closing conditions.
The Company intends to use the net proceeds from the offering of
the Notes, together with other financing sources and cash on hand,
to fund the pending acquisition (the "Acquisition") of Kellanova, a
Delaware corporation (NYSE: K)
("Kellanova"), and pay related fees and expenses. The Acquisition
remains subject to customary closing conditions, including
regulatory approvals. 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
