Kenvue completes exchange offer for senior notes, amends bond covenants
Kenvue LLC concluded its exchange offers for senior notes on Wednesday, completing a deal that involved the exchange of up to $7 billion in principal amount for new notes issued by Kimberly-Clark Corporation (NYSE:KMB) and cash. The company announced the successful completion of these offers in a Securities and Exchange Commission filing.
As part of the transaction, Kenvue executed a Third Supplemental Indenture to its existing bond agreements. This amendment significantly reduces the restrictive covenants, removes certain events of default, eliminates the SEC reporting covenant, and removes restrictions on mergers or asset transfers for each series of Kenvue notes.
The revised bond covenants now have no substantial restrictions, allowing Kenvue greater flexibility in its financial operations. The exchange process was finalized on the Settlement Date, and the accepted notes have been retired, meaning they will not be reissued.
In connection with these changes, Kenvue also filed a Form 25-NSE with the New York Stock Exchange on November 2, 2026, to delist the company's common stock from the NYSE. The delisting is effective on November 12, 2026.
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