Kenvue completes merger with K-C

Item 1.02. Termination of Material Definitive Agreements.

The information set forth in the Introductory Note of this Current Report on Form 8-K (this " Current Report ") is incorporated by reference into this Item 1.02.

Concurrently with the closing of the First Merger, ²the Company repaid in full all fees, expenses and other obligations outstanding under, and terminated all commitments in effect under, the Credit Agreement¹, dated as of March 6, 2023 (the " Credit Agreement "), among the Company, the subsidiaries of the Company party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Credit Agreement provided for a five-year senior unsecured revolving credit facility in an aggregate principal amount of $4.0 billion¹ to be made available in U.S.

dollars and Euros. As of the closing of the First Merger, there were no borrowings outstanding under the Credit Agreement.

Effective as of the closing of the Mergers, the Company terminated the Company's Long-Term Incentive Plan and the Company's Deferred Fee Plan for Directors¹.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report is incorporated by reference into this Item 2.01.

At the First Effective Time, pursuant to the terms and subject to the conditions of the Merger Agreement³, each share of Kenvue common stock⁴, par value $0.01 per share (the " Kenvue

Common Stock "), issued and outstanding immediately prior to the First Effective Time (other than shares of Kenvue Common Stock that were owned by the Company or K-C or any wholly owned subsidiary of the Company or K-C (or were held in treasury by the Company)) was converted into the right to receive (A) 0.14625 shares⁴ (the " Exchange Ratio ") of K-C common stock⁴, par value $1.25 per share (the " K-C Common Stock " and the shares of K-C Common Stock issued in connection with the First Merger, the " Stock Consideration "), subject to cash in lieu of fractional shares, plus (B) $3.50 in cash⁴ (the " Cash

Consideration " and, together with the Stock Consideration, the " Merger Consideration "), in each case, without interest.

At the Second Effective Time, by virtue of the Second Merger³ and without any action on the part of any of the parties, the Initial Surviving Company or the equityholders thereof, (i) each share of common stock of the Initial Surviving Company issued and outstanding immediately prior to the Second Effective Time was automatically canceled⁵ and ceased to exist without any conversion or payment therefor and (ii) each unit of Second Merger Sub issued and outstanding immediately prior to the Second Effective Time remained issued and outstanding and represented validly issued, fully paid and nonassessable units of the Final Surviving Company⁵, which constituted the only outstanding units of the Final Surviving Company immediately following the Second Effective Time.

No fractional shares of K-C Common Stock were issued in the Mergers, and holders of Kenvue Common Stock otherwise entitled to recei

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory Note and Item 2.01 of this Current Report is incorporated by reference into this Item 3.01.

On the Closing Date, the Company notified the New

York Stock Exchange (the " NYSE ") that the First Merger had been completed and requested that the NYSE (i) suspend trading of the Kenvue Common Stock on the NYSE prior to the open of trading on the Closing Date and (ii) file with the SEC an application on Form 25 to delist and deregister the Kenvue Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the " Exchange

Act "). The delisting of the Kenvue Common Stock from the NYSE will be effective 10 days after the filing of the Form 25⁶. Following the effectiveness of such Form 25, the Final Surviving Company intends to file with the SEC a certification and notice of termination of registration on Form 15 with respect to the Kenvue Common Stock, requesting the deregistration of all shares of Kenvue Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company's reporting obligations under Sections 13(a) and 15(d) of the Exchange Act⁷.