Kenvue Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
$KVUE
Specialty Chemicals
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 20, 2025
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Item 1.01 Entry into a Material Definitive Agreement
On May 20, 2025, Kenvue Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as Representatives for the several Underwriters (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $750,000,000 aggregate principal amount of the Company’s 4.850% Senior Notes due 2032 in an underwritten public offering (the “Offering”) pursuant to the Company’s registration statement on Form S-3 (Registration File No. 333-285172). The Company intends to use the net proceeds from the Offering for general corporate purposes.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 hereto and is incorporated herein by reference.
Cautions Concerning Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 regarding, among other things, the proposed Offering, including the net proceeds therefrom and the use of such proceeds. Forward-looking statements may be identified by the use of words such as “plans,” “expects,” “will,” “anticipates,” “estimates” and other words of similar meaning. Readers are cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of the Company and its affiliates.
A list and descriptions of risks, uncertainties and other factors can be found in the Company’s filings with the Securities and Exchange Commission, including its registration statement on Form S-3, Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and other filings, available on request from the Company. The Company and its affiliates undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or developments or otherwise.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number | Exhibit Description | |||||||
1.1 | ||||||||
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KENVUE INC. | |||||||||||
| Date: May 21, 2025 | By: | /s/ Edward J. Reed | |||||||||
Name: | Edward J. Reed | ||||||||||
| Title: | Vice President, Corporate Secretary | ||||||||||