Mars, Incorporated Announces Consent Solicitations for Proposed Amendments to Kellanova Notes
On March 4, 2025, Mars, Incorporated (Mars or the Company), based in McLean, Virginia, issued a press release announcing the solicitation of consents (the “Consent Solicitations”) from Eligible Holders (as defined below) of the outstanding series of senior notes of Kellanova. The Consent Solicitations relate to certain proposed amendments (the “Proposed Amendments”) to the Indenture, dated as of March 15, 2001, between Kellanova and The Bank of New York Mellon Trust Company, N.A.
Background
Mars is a global food company, producing a wide range of confectionery, food, and petcare products. Kellanova is a subsidiary of Mars, and the Existing Kellanova Notes are part of the Company’s debt obligations. The Proposed Amendments include modifications to the definition of “Major Fundamental Change,” which could impact the holders’ rights in the event of a change of control or other significant corporate events.
The Consent Solicitations
In the press release, Mars stated that the Consent Solicitations commenced on March 4, 2025, and will expire at 5:00 p.m., New York City time, on March 25, 2025, unless extended or earlier terminated. Eligible Holders holding at least $1 million in aggregate principal amount of the Existing Kellanova Notes as of the Record Date are invited to provide their consents to the Proposed Amendments. The Company intends to pay a consent fee of $20 per $1,000 principal amount of the Existing Kellanova Notes for which consents are delivered.
Effect on Eligible Holders
If the required consents are obtained, the Proposed Amendments will become operative and the Mars Guarantee will be issued. The Mars Guarantee refers to a guarantee of the Existing Kellanova Notes by Mars, which will strengthen the creditworthiness of the notes. Eligible Holders will benefit from the enhanced financial security provided by the guarantee. However, it is essential for Eligible Holders to carefully consider the terms and implications of the Proposed Amendments before providing their consents.
Effect on the World
The Proposed Amendments and the Consent Solicitations are primarily of interest to the Eligible Holders and the debt market. However, they could have indirect implications for the wider financial market and the economy. The successful completion of the Consent Solicitations may indicate investor confidence in Mars’ financial stability and its ability to manage its debt obligations. Additionally, the issuance of the Mars Guarantee could potentially influence the credit ratings of the Existing Kellanova Notes, affecting the cost of capital for Mars and its subsidiaries.
Conclusion
Mars, Incorporated’s announcement of the Consent Solicitations for the Proposed Amendments to the Kellanova Notes is an important development for the Company and its Eligible Holders. The potential issuance of the Mars Guarantee could strengthen the creditworthiness of the Existing Kellanova Notes, benefiting Eligible Holders. The wider financial market and economy could also be influenced by the outcome of the Consent Solicitations, as they may indicate investor confidence in Mars’ financial stability and its ability to manage its debt obligations.
- Mars, Incorporated is soliciting consents from Eligible Holders of Kellanova’s Existing Notes.
- The Proposed Amendments include modifications to the definition of “Major Fundamental Change.”
- The Consent Solicitations commenced on March 4, 2025, and will expire on March 25, 2025.
- Eligible Holders holding at least $1 million in aggregate principal amount of the Existing Kellanova Notes are invited to provide their consents.
- If the required consents are obtained, the Proposed Amendments will become operative, and the Mars Guarantee will be issued.
- The Mars Guarantee strengthens the creditworthiness of the Existing Kellanova Notes.
- The outcome of the Consent Solicitations could indicate investor confidence in Mars’ financial stability.
