01—Abstract
Summary
Summary of the 8-K filed October 13, 2026. Cited figures are marked; the original filing is the authoritative source.
Kenvue Inc. (KVUE) reported in this Form 8-K, dated October 13, 2026, that on October 9, 2026 it entered into a Third Supplemental Indenture to its March 22, 2023 indenture with Deutsche Bank Trust Company Americas, as trustee.
The amendments were made in connection with Kimberly-Clark Corporation's previously announced offers to exchange any and all of Kenvue's existing senior notes for up to $7.0 billiona aggregate principal amount of Kimberly-Clark notes and cash, with consent solicitations run on Kenvue's behalf by Kimberly-Clark. The amendments would eliminate substantially all restrictive covenants, eliminate certain Event of Default triggers (other than failure to pay principal, premium or interest), eliminate the SEC reporting covenant, and remove certain restrictions on consolidating, merging, or transferring substantially all assets. The Third Supplemental Indenture is effective upon execution, but the amendments for each series become operative only upon settlement of the related exchange offer and consent solicitation.
Settlement is expected promptly after the Exchange Offer expiration date, which is expected to occur on or about the closing date of Kimberly-Clark's acquisition of Kenvue. The filing covers the existing Kenvue notes, including the 2028, 2030, 2032, 2033, 2043, 2053 and 2063 senior notes.
The filing states that the Kimberly-Clark notes have not been registered under the Securities Act. It also cautions that completion of the previously announced acquisition of Kenvue by Kimberly-Clark is a key risk factor for these settlements.
02—Key points
Key Highlights
- On October 9, 2026, Kenvue entered into a Third Supplemental Indenture amending its indenture with Deutsche Bank Trust Company Americas, as trustee.
- The amendments were made to support Kimberly-Clark's exchange offers for Kenvue's existing senior notes, with exchanges of up to $7.0 billion aggregate principal amount of Kimberly-Clark notes plus cash.
- The proposed amendments would eliminate substantially all restrictive covenants, certain Event of Default triggers (other than payment defaults), the SEC reporting covenant, and certain consolidation/merger and asset-transfer restrictions for each series of existing notes.
- The amendments become operative only upon settlement of each series' exchange offer and consent solicitation, which is expected promptly after the Exchange Offer expiration date.
- The Expiration Date is expected to occur on or about the closing date of Kimberly-Clark's acquisition of Kenvue.
- Existing Kenvue notes affected include the 5.050% notes due 2028, 5.000% notes due 2030, 4.850% notes due 2032, 4.900% notes due 2033, 5.100% notes due 2043, 5.050% notes due 2053 and 5.200% notes due 2063.
- The Kimberly-Clark notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an exemption.
03—Questions
Frequently Asked Questions
What did Kenvue agree to on October 9, 2026?
Kenvue entered into a Third Supplemental Indenture, dated as of October 9, 2026, to its indenture with Deutsche Bank Trust Company Americas, as trustee. The supplemental indenture makes amendments that were solicited through consent solicitations conducted by Kimberly-Clark on Kenvue's behalf.
Why are the indenture amendments being made?
The amendments are tied to Kimberly-Clark's previously announced offers to exchange any and all existing Kenvue notes for up to $7.0 billion aggregate principal amount of Kimberly-Clark notes and cash.
When will the amendments take effect?
The Third Supplemental Indenture is effective upon execution, but the amendments for each series of existing Kenvue notes become operative only on the Settlement Date for that series, which is expected promptly after the Exchange Offer expiration date.
When is the Exchange Offer expected to expire?
The filing states that the Expiration Date is expected to occur on or about the closing date of Kimberly-Clark's acquisition of Kenvue.
What are the main risks mentioned in the filing?
The forward-looking statements section identifies risks around consummation of the previously announced acquisition of Kenvue by Kimberly-Clark as a factor that could cause actual results to differ from expectations. Holders should also note that the Kimberly-Clark notes have not been registered under the Securities Act.
04—Continue