KVUE · 10-Q · 2026Q3 · Full report

Senior Notes Exchange Offer

Kenvue Inc. · 2026-10-30 · Importance 74 · Surprise 42

On September 28, 2026, K-C commenced offers to exchange Kenvue’s Senior Notes for up to $7.0 billion aggregate principal amount of new K-C notes and cash. Kenvue also solicited consents to amend the Senior Notes indenture by removing substantially all restrictive covenants and related provisions. A supplemental indenture was entered into on October 9, 2026, with amendments becoming operative for each series only after settlement of its exchange offer and consent solicitation. The offers are conditioned, among other things, on closing the Pending Transaction and are expected to expire around the transaction closing date.

Key facts

• On September 28, 2026, K-C commenced offers to exchange Kenvue’s Senior Notes for up to $7 billion aggregate principal amount of new K-C notes and cash, with related consent solicitations to amend the indenture. source
• Kenvue entered into a supplemental indenture on October 9, 2026; amendments become operative for each Senior Notes series only upon settlement of its exchange offer and consent solicitation. source
• The K-C exchange offers and consent solicitations are conditional, among other things, on closing the pending transaction, and the offers are expected to expire on or about its closing date. source