Mars Completes Acquisition of Kellanova

Simpson Thacher represented Mars, Incorporated in connection with its acquisition of Kellanova and related financing and consent solicitations. The transaction closed on December 11, 2025. The financing to fund the acquisition included (i) an offering of $26 billion of Senior Notes and a private placement offering of $1 billion equivalent of Senior Notes (collectively, the "Notes") and (ii) a borrowing of $4 billion of delayed draw term loans under Mars’ existing term credit agreement. The net proceeds from the offering of the Notes and the Delayed Draw Term Loans, together with cash on hand, were used to fund the acquisition and to pay fees and expenses related to the transaction. Simpson Thacher also represented Mars in connection with the solicitation of consents from eligible holders of $5.1 billion of Kellanova’s outstanding notes to effect certain proposed amendments to the indentures governing those notes. On December 11, 2025, Mars’ guarantee of Kellanova’s outstanding notes contemplated by the consent solicitations became operative, together with the other amendments effected pursuant to the solicitations. Mars is one of the world’s largest privately held, family-owned businesses, with more than $50 billion in annual sales and a history of building and growing market-leading consumer brands for over 100 years. Its diversified portfolio of confectionery, food and pet care products and services supports millions of consumers and pets. Kellanova is a leading global snacking company, home to brands including Pringles, Cheez-It, Pop-Tarts, Rice Krispies Treats, NutriGrain and RXBAR, as well as food brands including Kellogg’s (international), Eggo and MorningStar Farms. Simpson Thacher represented Mars, Incorporated with a team composed by: Ken Wallach, Hui Lin, Ignacio Perez, Danny Na, Francisca Johanek, Taylor J. Cowan and Danielle DiGrazia (Capital Markets), and Catherine Burns, Abdulyekinni Fasinro and Win Lalley (Credit).

Mars Completes Acquisition of Kellanova

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