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").
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