Kenvue Inc. entered into a Third Supplemental Indenture on October 9, 2026, to amend the terms of its outstanding series of senior notes. This action is being taken in connection with the previously announced acquisition of Kenvue by Kimberly-Clark Corporation and Kimberly-Clark's related exchange offer for up to $7.0 billion of Kenvue's notes.
Key Details
- Agreement: The company executed a Third Supplemental Indenture, dated October 9, 2026, to modify its existing debt agreements.
- Transaction Context: The amendment is tied to Kimberly-Clark's offer to exchange up to $7,000,000,000 of Kenvue's existing senior notes for new Kimberly-Clark notes and cash, facilitating the pending acquisition.
- Key Amendments: The changes will eliminate substantially all restrictive covenants, certain events of default (excluding payment defaults), SEC reporting requirements, and certain restrictions on mergers or asset sales for the existing notes.
- Effective Date: These amendments will only become operative upon the settlement of the exchange offer, which is expected to occur around the closing date of the acquisition by Kimberly-Clark.