SEC Comment Letter 0000000000-23-001684 to Kenvue Inc. (KVUE)
Kenvue Inc.
Date: Feb. 20, 2023 · CIK: 0001944048 · Accession: 0000000000-23-001684
AI Filing Summary & Sentiment
File numbers found in text: 333-269115
Letter
United States securities and exchange commission logo February 17, 2023 Thibaut Mongon Chief Executive Officer Kenvue Inc. One Johnson & Johnson Plaza New Brunswick, NJ 08933 Re:Kenvue Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed February 3, 2023 File No. 333-269115 Dear Thibaut Mongon: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our January 19, 2023 letter. Amendment No. 1 to Registration Statement on Form S-1 Non-GAAP Information, page 109 1.We note the addition of the adjustments for VAT legal resolution, gains on divestments and gains on previously held equity investment in Dr. Ci:Labo in arriving at Adjusted EBITDA and Adjusted net income. Please explain the reason for the addition of these adjustments. In addition, explain the nature of the VAT legal resolution and reconcile the amounts for the gains on divestments presented herein with the disclosure on page F-59 that during fiscal year 2021, 2020, and 2019, in separate transactions, you divested several brands and facilities and recognized a pre-tax gain of $29 million, $51 million, and $46 million, respectively.
FirstName LastNameThibaut Mongon Comapany NameKenvue Inc. February 17, 2023 Page 2 FirstName LastName Thibaut Mongon Kenvue Inc. February 17, 2023 Page 2 Certain Relationships and Related Party Transactions, page 213 2.We acknowledge your response to prior comment 4, but continue to note disclosures in your document regarding the recognition of the Johnson's and Johnson & Johnson brand names as well as the nature of these documents as currently proposed related party transactions under Item 404 of Regulation S-K. Accordingly, please revise your descriptions of these related party agreements so that investors have a better understanding of the amounts expected to be involved with each transitional agreement and the duration of each agreement. Where the term of the agreement varies by product, such as in the Transition Services Agreement and the Transition Manufacturing Agreement, provide an explanation of which material products or product types are expected to be covered by the agreements for a longer duration. In this regard, for example, we note your revised disclosure on page 224 that you expect the term for most services to terminate within 24 months, but that some other services will be provided for up to 60 months. You may contact Jenn Do at 202-551-3743 or Brian Cascio at 202-551-3676 if you have questions regarding comments on the financial statements and related matters. Please contact Abby Adams at 202-551-6902 or Dorrie Yale at 202-551-8776 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Michael E. Mariani, Esq.
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United States securities and exchange commission logo
February 17, 2023
Thibaut Mongon
Chief Executive Officer
Kenvue Inc.
One Johnson & Johnson Plaza
New Brunswick, NJ 08933
Re:Kenvue Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed February 3, 2023
File No. 333-269115
Dear Thibaut Mongon:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our January 19, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1
Non-GAAP Information, page 109
1.We note the addition of the adjustments for VAT legal resolution, gains on divestments
and gains on previously held equity investment in Dr. Ci:Labo in arriving at Adjusted
EBITDA and Adjusted net income. Please explain the reason for the addition of these
adjustments. In addition, explain the nature of the VAT legal resolution and reconcile the
amounts for the gains on divestments presented herein with the disclosure on page F-59
that during fiscal year 2021, 2020, and 2019, in separate transactions, you divested several
brands and facilities and recognized a pre-tax gain of $29 million, $51 million, and $46
million, respectively.
FirstName LastNameThibaut Mongon
Comapany NameKenvue Inc.
February 17, 2023 Page 2
FirstName LastName
Thibaut Mongon
Kenvue Inc.
February 17, 2023
Page 2
Certain Relationships and Related Party Transactions, page 213
2.We acknowledge your response to prior comment 4, but continue to note disclosures in
your document regarding the recognition of the Johnson's and Johnson & Johnson brand
names as well as the nature of these documents as currently proposed related party
transactions under Item 404 of Regulation S-K. Accordingly, please revise your
descriptions of these related party agreements so that investors have a better
understanding of the amounts expected to be involved with each transitional agreement
and the duration of each agreement. Where the term of the agreement varies by product,
such as in the Transition Services Agreement and the Transition Manufacturing
Agreement, provide an explanation of which material products or product types are
expected to be covered by the agreements for a longer duration. In this regard, for
example, we note your revised disclosure on page 224 that you expect the term for most
services to terminate within 24 months, but that some other services will be provided for
up to 60 months.
You may contact Jenn Do at 202-551-3743 or Brian Cascio at 202-551-3676 if you have
questions regarding comments on the financial statements and related matters. Please contact
Abby Adams at 202-551-6902 or Dorrie Yale at 202-551-8776 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Michael E. Mariani, Esq.