SEC Comment Letter 0000000000-23-002739 to Kenvue Inc. (KVUE)
Kenvue Inc.
Date: March 20, 2023 · CIK: 0001944048 · Accession: 0000000000-23-002739
AI Filing Summary & Sentiment
File numbers found in text: 333-269115
Referenced dates: September 28, 2022
Letter
United States securities and exchange commission logo March 17, 2023 Thibaut Mongon Chief Executive Officer Kenvue Inc. 199 Grandview Road Skillman, NJ 08558 Re:Kenvue Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed March 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. Amendment No. 2 to Registration Statement on Form S-1 filed March 3, 2023 Debt Financing Transactions, page 11 1.We note the revised disclosure on page 11. Please revise to disclose here that prior to the completion of this offering, you expect to complete a private placement issuance of senior notes in an aggregate principal amount of up to $9 billion, and that you also expect to enter into a five-year senior unsecured revolving credit facility in an aggregate principal amount of $4 billion and to have a commercial paper program for the issuance of up to $4 billion in aggregate principal amount, as you state elsewhere in your prospectus. Also specify any restrictions that will be imposed on you and your operations by such financing arrangements. Refer to comment 7 of our September 28, 2022 letter. Please also revise to disclose that all of the underwriters in this offering are also participating in the Notes Offering, for which they will receive customary fees and commissions, as you
FirstName LastNameThibaut Mongon Comapany NameKenvue Inc. March 17, 2023 Page 2 FirstName LastName Thibaut Mongon Kenvue Inc. March 17, 2023 Page 2 further explain on page 247. Liquidity and Capital Resources, page 110 2.We note the revised disclosure on page 112 regarding the debt to be incurred in connection with the Separation. Please revise to further address the anticipated sources of funds for repayment. Refer to comment 12 of our letter dated September 28, 2022. Underwriting, page 242 3.We note the disclosure on this page that, "[t]o the extent any underwriter that is not a U.S. registered broker-dealer intends to effect any offers or sales of any shares in the United States, it will do so through one or more U.S. registered broker-dealers in accordance with the applicable U.S. securities laws and regulations." Please revise this section to name the applicable U.S. registered broker-dealers that each such underwriter will use, or advise. 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
March 17, 2023
Thibaut Mongon
Chief Executive Officer
Kenvue Inc.
199 Grandview Road
Skillman, NJ 08558
Re:Kenvue Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed March 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.
Amendment No. 2 to Registration Statement on Form S-1 filed March 3, 2023
Debt Financing Transactions, page 11
1.We note the revised disclosure on page 11. Please revise to disclose here that prior to the
completion of this offering, you expect to complete a private placement issuance of senior
notes in an aggregate principal amount of up to $9 billion, and that you also expect to
enter into a five-year senior unsecured revolving credit facility in an aggregate principal
amount of $4 billion and to have a commercial paper program for the issuance of up to $4
billion in aggregate principal amount, as you state elsewhere in your prospectus.
Also specify any restrictions that will be imposed on you and your operations by such
financing arrangements. Refer to comment 7 of our September 28, 2022 letter. Please also
revise to disclose that all of the underwriters in this offering are also participating in the
Notes Offering, for which they will receive customary fees and commissions, as you
FirstName LastNameThibaut Mongon
Comapany NameKenvue Inc.
March 17, 2023 Page 2
FirstName LastName
Thibaut Mongon
Kenvue Inc.
March 17, 2023
Page 2
further explain on page 247.
Liquidity and Capital Resources, page 110
2.We note the revised disclosure on page 112 regarding the debt to be incurred in
connection with the Separation. Please revise to further address the anticipated sources of
funds for repayment. Refer to comment 12 of our letter dated September 28, 2022.
Underwriting, page 242
3.We note the disclosure on this page that, "[t]o the extent any underwriter that is not a U.S.
registered broker-dealer intends to effect any offers or sales of any shares in the United
States, it will do so through one or more U.S. registered broker-dealers in accordance with
the applicable U.S. securities laws and regulations." Please revise this section to name the
applicable U.S. registered broker-dealers that each such underwriter will use, or advise.
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.