Kenvue strips note covenants ahead of Kimberly-Clark exchange offer
Changes take effect only once Kimberly-Clark's note exchange settles, expected around the deal's close
Published
Chart: KVUE, one-minute prices, three sessions
Kenvue has signed a Third Supplemental Indenture, dated October 9, 2026, that removes most restrictive covenants, several default triggers, the SEC reporting covenant and certain merger restrictions from its existing senior notes.
The changes were made at Kimberly-Clark's request. Kimberly-Clark is soliciting consent from Kenvue noteholders as part of its offer to exchange any and all of Kenvue's existing notes for up to $7,000,000,000 in new Kimberly-Clark notes and cash.
The amendments do not take effect immediately. They become operative only when each exchange offer settles, which Kenvue expects to happen around the time its acquisition by Kimberly-Clark closes.
The indenture formally carries out what the consent solicitation had already secured, clearing the way for Kenvue's notes to be swapped into Kimberly-Clark paper once the merger closes. It shows the exchange process moving on the schedule set out since late September, with no sign of noteholder pushback or renegotiated terms. Because the amendments stay inactive until settlement, expected around the deal's fourth-quarter close, the outstanding question for noteholders is no longer these terms but whether the acquisition itself closes on time.