Form 8-K · Current report
Kenvue 8-K, filed Nov 4, 2026
- Filed
- CIK
- 0001944048
- Accession no.
- 0001104659-26-122777
Summary
Kimberly-Clark completed previously announced exchange offers and consent solicitations on November 4, 2026, exchanging tendered Kenvue notes for up to $7 billion aggregate principal amount of new Kimberly-Clark notes and cash and retiring and cancelling the accepted Kenvue notes. The related Third Supplemental Indenture became operative on the settlement date, eliminating substantially all restrictive covenants, certain events of default, the SEC reporting covenant, and merger and asset-transfer restrictions from the indenture governing the Kenvue notes.
Key points
- Kimberly-Clark's exchange offers covered any and all outstanding Kenvue notes in exchange for up to $7,000,000,000 aggregate principal amount of new Kimberly-Clark notes and cash, alongside consent solicitations to amend the Kenvue indenture.
- The Third Supplemental Indenture, dated October 9, 2026, eliminated substantially all restrictive covenants and certain events of default (other than failure to pay principal, premium or interest) for each series of Kenvue notes.
- The amendments also eliminated the SEC reporting covenant and restrictions on Kenvue consolidating or merging with, or conveying or leasing assets to, another person.
- After settlement the largest remaining outstanding series were $260,653,000 of the 5.050% notes due 2028 and $153,011,000 of the 5.000% notes due 2030, while the 5.100% notes due 2043 had $21,623,000 left outstanding.
Written by an AI model from the filing text. It can be incomplete or wrong; the filing on SEC.gov is the record.
Items reported
- 3.03Material Modification to Rights of Security Holders
- 9.01Financial Statements and Exhibits
From the filing
Item 3.03. Material Modification to Rights of Security Holders. On November 4, 2026 (the “Settlement Date”), Kimberly-Clark Corporation (“Kimberly-Clark”) completed the previously announced offers to exchange (each an “Exchange Offer” and, collectively, the “Exchange Offers”) any and all outstanding Kenvue Notes (as defined below) issued by Kenvue LLC (as successor in interest to Kenvue Inc.) (“Kenvue”) for up to $7,000,000,000 aggregate principal amount of new notes issued by Kimberly-Clark and cash and related consent solicitations (each, a “Consent Solicitation” and, collectively, the “Consent Solicitations”) made by Kimberly-Clark on behalf of Kenvue to adopt certain amendments (the…
An excerpt of the text as filed with the SEC, cut for length.
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