Kenvue Inc. has entered into a Third Supplemental Indenture dated October 9, 2026, with Deutsche Bank Trust Company Americas as trustee. This agreement amends the existing indenture governing the company's outstanding debt securities.
The amendment is intended to facilitate a previously announced exchange offer by Kimberly-Clark Corporation. Under this proposal, holders of Kenvue's existing notes may exchange them for new Kimberly-Clark notes and cash. The Third Supplemental Indenture modifies the terms of the original debt agreement to support this transaction.
The amendments contained in the new indenture include the elimination of restrictive covenants, the removal of certain events that could trigger a default, and the removal of reporting requirements with the Securities and Exchange Commission. Additionally, the agreement eliminates restrictions on Kenvue's ability to consolidate, merge, or transfer assets.
These changes are contingent upon the settlement of the exchange offer and consent solicitation. The amendments will become operative on the settlement date, which is expected to occur promptly after the expiration of the exchange offers. The expiration date is anticipated to coincide with the closing of the acquisition of Kenvue by Kimberly-Clark.
