Mars, Incorporated Announces Pricing of $5 Billion of Senior Notes

NEW YORK, March 27, 2019 — Mars, Incorporated (the “Company”) announced the pricing of its previously announced offering of $5 billion of senior notes, consisting of $600,000,000 in aggregate principal amount of 2.700% Senior Notes due 2025 (the “2025 Notes”), $700,000,000 in aggregate principal amount of 3.200% Senior Notes due 2030 (the “2030 Notes”), $600,000,000 in aggregate principal amount of 3.600% Senior Notes due 2034 (the “2034 Notes”), $700,000,000 in aggregate principal amount of 3.875% Senior Notes due 2039 (the “2039 Notes”), $300,000,000 in aggregate principal amount of 3.950% Senior Notes due 2044 (the “2044 Notes”), $900,000,000 in aggregate principal amount of 3.950% Senior Notes due 2049 (the “2049 Notes”), $500,000,000 in aggregate principal amount of 4.125% Senior Notes due 2054 (the “2054 Notes”) and $700,000,000 in aggregate principal amount of 4.200% Senior Notes due 2059 (the “2059 Notes” and, together with the 2025 Notes, the 2030 Notes, the 2034 Notes, the 2039 Notes, the 2044 Notes, the 2049 Notes and the 2054 Notes, the “Notes”).  Interest on the Notes will be payable semi-annually on April 1 and October 1 of each year, beginning on October 1, 2019.  The 2025 Notes will mature on April 1, 2025. The 2030 Notes will mature on April 1, 2030. The 2034 Notes will mature on April 1, 2034. The 2039 Notes will mature on April 1, 2039. The 2044 Notes will mature on April 1, 2044. The 2049 Notes will mature on April 1, 2049. The 2054 Notes will mature on April 1, 2054. The 2059 Notes will mature on April 1, 2059. The Notes will be guaranteed on a joint and several basis by Wm. Wrigley Jr. Company and New Uno Holdings Corporation. The offering is expected to close on or about March 29, 2019, subject to customary closing conditions.

The Company intends to use the net proceeds from this offering to repay all of its outstanding borrowings under its short-term term loan facility and a portion of its outstanding borrowings under its revolving credit facility.  Any remaining proceeds will be used for general corporate purposes.

The offering of the Notes is being made in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in the United States only to investors who are reasonably believed to be “qualified institutional buyers,” as that term is defined in Rule 144A under the Securities Act, or outside the United States pursuant to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of any of the Notes in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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About Mars, Incorporated

Mars is a family-owned business with more than a century of history making diverse products and offering services for people and the pets people love. With more than $35 billion in sales, the company is a global business that produces some of the world’s best-loved brands: M&M’s®, SNICKERS®, TWIX®, MILKY WAY®, DOVE®, PEDIGREE®, ROYAL CANIN®, WHISKAS®, EXTRA®, ORBIT®, 5™, SKITTLES®, UNCLE BEN’S®, and COCOAVIA®. Mars Associates proudly take care of half of the world’s pets through our nutrition, health and services businesses such as Banfield™, BluePearl™, Pet Partners™, VCA™, AniCura and Linnaeus.  Headquartered in McLean, VA, Mars operates in more than 70 countries. The Mars Five Principles – Quality, Responsibility, Mutuality, Efficiency and Freedom – inspire our more than 100,000 Associates to take action every day to help create a world tomorrow in which the planet, its people and pets can thrive. 

This communication contains “forward-looking statements.” Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “project,” “continue” or other similar words. Such forward-looking statements are based on available current market and industry material, experts’ reports and opinions and long-term trends, as well as management’s expectations, beliefs and projections concerning future events impacting it. Mars, Incorporated’s expectations, beliefs and projections are expressed in good faith, and its management believes that they have a reasonable basis to make these statements, but there can be no assurance that management’s expectations, beliefs or projections will be achieved. All forward-looking statements in this presentation apply only as of the date made and are expressly qualified in their entirety by this cautionary statement. Except as otherwise required by law, Mars, Incorporated undertakes no obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.