Kellanova K

Proposed Amendments will not become operative and the Mars Guarantee will not be issued unless and until the Acquisition is consummated

MCLEAN, Va., March 11, 2025 /PRNewswire/ -- Mars, Incorporated ("Mars" or the "Company") announced that, in connection with its previously announced consent solicitations (the "Consent Solicitations") in respect of the outstanding series of senior notes of Kellanova (collectively, the "Existing Kellanova Notes") set forth in the table below, it has received the Requisite Consents (as defined below) from Eligible Holders (as defined below) of the Existing Kellanova Notes to certain proposed amendments (the "Proposed Amendments") to (i) the Indenture, dated as of March 15, 2001, between Kellanova and The Bank of New York Mellon Trust Company, N.A. (f/k/a BNY Midwest Trust Company) (the "2001 Indenture Trustee"), as amended and supplemented (the "2001 Indenture"), (ii) the Indenture, dated as of May 21, 2009, between Kellanova and The Bank of New York Mellon Trust Company, N.A. (f/k/a BNY Midwest Trust Company), as trustee (the "2009 Indenture Trustee"), as amended and supplemented (the "2009 Indenture"), and (iii) the Indenture, dated as of May 6, 2024, between Kellanova and U.S. Bank Trust Company, National Association, as trustee (the "2024 Indenture Trustee" and, together with the 2001 Indenture Trustee and the 2009 Indenture Trustee, the "Existing Kellanova Notes Trustees"), as amended and supplemented (the "2024 Indenture" and, together with the 2001 Indenture and the 2009 Indenture, the "Existing Kellanova Indentures"). In connection with each Consent Solicitation, Mars also offered, subject to the satisfaction or waiver of the conditions of such Consent Solicitation (including the receipt of the applicable Requisite Consents and the execution of the applicable Kellanova Supplemental Indenture (as defined below)), to (i) guarantee the applicable series of Existing Kellanova Notes (the "Offers to Guarantee" and such guarantee, the "Mars Guarantee") and (ii) make the consent payment (the "Consent Payment") set forth in the table below to Eligible Holders that validly delivered and did not validly revoke their consent prior to the Expiration Date (as defined below). The Consent Solicitations and Offers to Guarantee (as defined below) expired at 5:00 p.m., New York City time, on March 11, 2025 (the "Expiration Date").

The Consent Solicitations and Offers to Guarantee were made pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement, dated March 4, 2025 (the "Offering Memorandum") and were conducted in connection with, but were not conditioned upon the consummation of, the previously announced pending acquisition by Mars (the "Acquisition") of Kellanova (NYSE: K) ("Kellanova"). The consummation of the Acquisition is subject to customary conditions, including regulatory approvals, but the consummation of the Acquisition is not conditioned upon the receipt of the Requisite Consents or completion of the Consent Solicitations and Offers to Guarantee. Mars will issue the Mars Guarantee and pay the Consent Payment with respect to each Existing Kellanova Indenture conditioned upon, and promptly after the closing of, the Acquisition (the "Settlement Date").

1. Reflects the consent payment for each $1,000 principal amount of Existing Kellanova Notes denominated in U.S. dollars or €1,000 principal amount of Existing Kellanova Notes denominated in Euros, as applicable, for which consents have been validly delivered and not validly revoked at or prior to the Expiration Date, that will be paid, subject to the satisfaction or waiver of the conditions discussed in the Offering Memorandum, promptly after the consummation of the Acquisition, on the Settlement Date.

The Proposed Amendments will eliminate or modify certain of the covenants, other provisions and events of default in the Existing Kellanova Indentures to be substantially consistent with the corresponding provisions contained in the indentures governing Mars' outstanding senior notes and include a covenant by Mars to provide the Mars Guarantee following consummation of the Acquisition.

The Proposed Amendments require consent from (i) with respect to the 2001 Indenture, the holders of at least a majority of the outstanding aggregate principal amount of the Kellanova 2031 Notes, (ii) with respect to the 2009 Indenture, the holders of at least a majority of the outstanding aggregate principal amount of the Kellanova 2026 Notes, the Kellanova 2027 Notes, the Kellanova 2028 Notes, the Kellanova 2029 Notes, the Kellanova 2030 Notes, the Kellanova 2033 Notes and the Kellanova 2046 Notes, voting as a single class, and (iii) with respect to the 2024 Indenture, the holders of at least a majority of the outstanding aggregate principal amount of the Kellanova 2034 Notes and the Kellanova 2054 Notes, voting as a single class (collectively, the "Requisite Consents").

As of the Expiration Date, D.F. King & Co., Inc., the Information and Tabulation Agent for the Consent Solicitations and Offers to Guarantee, has advised Mars that the Requisite Consents were received with respect to each Existing Kellanova Indenture.

As a result of the receipt of the Requisite Consents in each of the Consent Solicitations, on or about the date hereof, Mars, Kellanova and the applicable Existing Kellanova Notes Trustee will execute and deliver a supplemental indenture to each Existing Kellanova Indenture implementing the Proposed Amendments (such supplemental indenture, a "Kellanova Supplemental Indenture"). Each Kellanova Supplemental Indenture will be effective upon execution, but the Proposed Amendments will not become operative, the Consent Payment will not be paid and the Mars Guarantee will not be issued until the Settlement Date, assuming the satisfaction or waiver of the conditions discussed in the Offering Memorandum.

Documents relating to the Consent Solicitations and Offers to Guarantee were only distributed to persons who certified that they are (a) a "Qualified Institutional Buyer" (a "QIB"), as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), or (b) a person that is not a U.S. person (as defined in Regulation S under the Securities Act) (such persons, "Eligible Holders"). BofA Securities, Inc., BNP Paribas Securities Corp., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, J.P. Morgan Securities plc, Morgan Stanley & Co. LLC and Rabo Securities USA, Inc. acted as solicitation agents for the Consent Solicitations and Offers to Guarantee.

This press release is provided for informational purposes only and does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Consent Solicitations and Offers to Guarantee were made solely pursuant to the Offering Memorandum and only to such persons and in such jurisdictions as are permitted under applicable law.

Forward-Looking Statements

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 Consent Solicitations and Offers to Guarantee 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