Johnson & Johnson (NYSE: JNJ) today announced that Kenvue Inc. (“Kenvue”), a wholly owned subsidiary of Johnson & Johnson, priced an offering of the following series of senior unsecured notes in an aggregate principal amount of $7.75 billion (each series of notes collectively, the “Notes”):
| Principal | Coupon | Maturity Date |
| $750,000,000 | 5.500% | Senior Notes due 2025 |
| $750,000,000 | 5.350% | Senior Notes due 2026 |
| $1,000,000,000 | 5.050% | Senior Notes due 2028 |
| $1,000,000,000 | 5.000% | Senior Notes due 2030 |
| $1,250,000,000 | 4.900% | Senior Notes due 2033 |
| $750,000,000 | 5.100% | Senior Notes due 2043 |
| $1,500,000,000 | 5.050% | Senior Notes due 2053 |
| $750,000,000 | 5.200% | Senior Notes due 2063 |
The Notes will be senior unsecured obligations of Kenvue and will initially be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis by Johnson & Johnson. The Guarantees will terminate upon (1) the completion in all material respects of the transfer of the assets and liabilities of Johnson & Johnson’s Consumer Health Business to Kenvue and (2) Kenvue having registered equity securities. The Notes were issued in connection with Johnson & Johnson’s separation of its Consumer Health Business. Kenvue intends to use the proceeds from the offering of the Notes as partial consideration to Johnson & Johnson for the Consumer Health Business that Johnson & Johnson will transfer to Kenvue. The closing of the offering of the Notes is not contingent upon the completion of Johnson & Johnson’s separation of its Consumer Health Business, and Johnson & Johnson expects that the offering of the Notes will be completed on or about March 22, 2023, subject to customary closing conditions.
The issuance of the Notes by Kenvue and the Guarantees has not been, and will not be, registered under the Securities Act, or under any U.S. state securities laws or other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Notes and the Guarantees are being offered only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. Kenvue has agreed to file with the Securities and Exchange Commission an exchange registration statement with respect to an exchange offer for the Notes or a shelf registration statement for the resale of the Notes.
This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
About Johnson & Johnson
At Johnson & Johnson, we believe good health is the foundation of vibrant lives, thriving communities and forward progress. That’s why for more than 135 years, we have aimed to keep people well at every age and every stage of life. Today, as the world’s largest, most diversified healthcare products company, we are committed to using our reach and size for good. We strive to improve access and affordability, create healthier communities, and put a healthy mind, body and environment within reach of everyone, everywhere. We are blending our heart, science and ingenuity to profoundly change the trajectory of health for humanity.
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