Kimberly-Clark Completes Exchange Offers & Covenant Strips for Kenvue Notes

Executive Summary

On November 4, 2026, Kenvue LLC (as successor in interest to Kenvue Inc.) reported the settlement of exchange offers and consent solicitations conducted by Kimberly-Clark Corporation. Under the transactions, holders of seven series of Kenvue Senior Notes exchanged their holdings for newly issued Kimberly-Clark notes and cash, leading to the cancellation of approximately $6.38 billion in aggregate principal and the execution of a covenant strip on the remaining debt.

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Key Transaction Highlights

1. Exchange Offer Settlement & Principal Retired:

   • 5.050% Senior Notes due 2028: $739.35M tendered/cancelled; $260.65M remaining.
   • 5.000% Senior Notes due 2030: $846.99M tendered/cancelled; $153.01M remaining.
   • 4.850% Senior Notes due 2032: $702.71M tendered/cancelled; $47.29M remaining.
   • 4.900% Senior Notes due 2033: $1,152.62M tendered/cancelled; $97.38M remaining.
   • 5.100% Senior Notes due 2043: $728.38M tendered/cancelled; $21.62M remaining.
   • 5.050% Senior Notes due 2053: $1,478.07M tendered/cancelled; $21.93M remaining.
   • 5.200% Senior Notes due 2063: $727.93M tendered/cancelled; $22.07M remaining.
   • Total Principal Cancelled: ~$6.38 billion.
   • Total Principal Remaining: ~$623.96 million.

2. Material Modification of Security Holder Rights (Item 3.03):

   • With the requisite consents obtained, Kenvue Inc. entered into the Third Supplemental Indenture (dated October 9, 2026), which became operative on November 4, 2026.
   • The amendments strip substantially all restrictive covenants from the remaining Kenvue notes.
   • Key eliminations include the SEC reporting covenant, merger/asset transfer restrictions, and certain events of default (other than payment defaults).

3. Stock Delisting Imminent:

   • Footnote disclosure indicates that on November 2, 2026, the New York Stock Exchange filed Form 25-NSE to delist Kenvue's common stock (KVUE), with delisting scheduled for November 12, 2026, marking the final stages of its integration into Kimberly-Clark.