Simpson Thacher represented Mars, Incorporated (“Mars”) in connection with the financing of its acquisition (the “Acquisition”) of Kellanova (“Kellanova”), a leading company in global snacking, international cereal and noodles, North American plant-based foods and frozen breakfast foods. The Acquisition closed on December 11, 2025. The financing 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 (the “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 pay fees and expenses related to the Acquisition.
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. On December 11, 2025, Mars’ guarantee of Kellanova’s outstanding notes contemplated by the Consent Solicitations became operative, along with other amendments made pursuant to the Consent Solicitations.
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 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, Danny Na, Francisca Johanek, Taylor J. Cowan and Danielle DiGrazia (Capital Markets) and Catherine Burns, Abdulyekinni Fasinro and Win Lalley (Credit).