Simpson Thacher represented Mars, Incorporated (“Mars”) in connection with its Rule 144A/Regulation S offering of $26 billion of Senior Notes in eight tranches with maturities ranging from 2027 to 2065 (the “144 Notes”). News reports noted that the 144A Notes offering is the eighth-largest U.S. corporate bond sale ever and the largest U.S. corporate bond offering this year. Simpson Thacher also represented Mars in connection with its private placement offering of $1 billion equivalent of Senior Notes with maturities ranging from 2033 to 2038 (the “Private Placement Notes” and, together with the 144A Notes, the “Notes”) and entering into amendments to the instruments governing its existing private placement notes.
Mars 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 of Kellanova (NYSE: K) (“Kellanova”), and pay fees and expenses related to the acquisition. The acquisition remains subject to customary closing conditions, including regulatory approvals.
Simpson Thacher also represented Mars in connection with the solicitation of consents (the “Consent Solicitations”) from eligible holders of $5.1 billion of Kellanova’s outstanding notes to effect certain proposed amendments to the indentures governing such notes. Following the consummation of the acquisition, Mars is expected to guarantee Kellanova’s outstanding notes. The requisite consents for the Consent Solicitations were obtained on March 11, 2025, but proposed amendments will not become operative, and the Mars guarantee will not be issued, unless and until the acquisition is consummated.
Mars is one of the world’s largest privately-held, family-owned businesses with a history of successfully building and growing market-leading consumer brands for over 100 years. With more than $50 billion in annual sales, Mars produces some of the world’s best-loved brands. Mars’s diverse and expanding portfolio of quality confectionery, food, and pet care products and services delight millions of people and supports millions of pets. Kellanova is a leading company in global snacking, international cereal and noodles, North American plant-based foods and frozen breakfast foods, home to iconic snacking brands including Pringles®, Cheez-It®, Pop-Tarts®, Rice Krispies Treats®, NutriGrain® and RXBAR®, as well as cherished food brands including Kellogg’s® (international), Eggo® and MorningStar Farms®.
The Simpson Thacher team included Ken Wallach, Hui Lin, Ignacio Perez, Siobhan Lam, Sofia Elkina, Francisca Johanek and Sean Xu (Capital Markets), Richard Fenyes (Private Placement); Jonathan Cantor, Andrew B. Purcell and Kris Liu (Tax); Catherine Burns, Abdul Fasinro and Cindy Cai (Credit); Jonathan Lindabury and Nathan Utterback (Derivatives); Corina Holland and Christian Bond (Intellectual Property); Abram Ellis and Anais Bourbon (Regulatory); Emily Holland, Tenzin Dolkar and Chayla Sherrod (ESG); Erica Rozow, George M. Gerstein and Pasco J. Struhs (Executive Compensation and Employee Benefits); and Michael Isby (Environmental).