Kenvue Enters Third Supplemental Indenture to Strip Covenants Ahead of Kimberly-Clark Acquisition

Event Overview

On October 9, 2026, Kenvue Inc. entered into a Third Supplemental Indenture with Deutsche Bank Trust Company Americas as trustee, supplementing its Base Indenture dated March 22, 2023. This filing marks a procedural step toward completing Kimberly-Clark Corporation's acquisition of Kenvue.

Key Indenture Modifications

Kimberly-Clark solicited consents from noteholders on behalf of Kenvue in connection with offers to exchange up to $7,000,000,000 aggregate principal amount of existing notes for new Kimberly-Clark notes and cash. Having obtained the requisite consents across seven series of senior notes (maturing between 2028 and 2063), the supplemental indenture implements the following amendments:

1. Elimination of Restrictive Covenants: Removes negative covenants such as restrictions on secured debt (Section 4.08) and sale/leaseback transactions (Section 4.09).
2. Elimination of SEC Reporting Requirements: Removes obligations under Section 4.02 to file and deliver SEC reports to noteholders.
3. Consolidation and Merger Freedom: Deletes Sections 5.01(b) and (c), stripping key conditions restricting mergers, consolidations, or transfers of substantially all assets.
4. Default Provisions Narrowed: Eliminates non-payment events of default under Section 6.01(c)–(f).

Operative Timing and Transaction Impact

Although the Third Supplemental Indenture took effect upon signing on October 9, 2026, the amendments become operative only upon the settlement of the exchange offers. Settlement is expected to occur concurrently with or promptly following the closing date of Kimberly-Clark's acquisition of Kenvue. For remaining non-tendering noteholders, the surviving Kenvue notes will carry significantly diminished covenant protections.