This is the largest secondary offering in the consumer retail sector and the largest single debt for equity transaction ever

Davis Polk advised the debt exchange parties in connection with the $3.7 billion debt for equity exchange of 182,329,550 shares of common stock of Kenvue Inc. held by Johnson & Johnson. In addition, Davis Polk advised the representatives of the several underwriters in connection with the sale by the selling stockholders of 182,329,550 shares of common stock of Kenvue Inc.

This transaction is the largest secondary equity offering of all time in the consumer retail sector and the largest single debt for equity transaction ever undertaken.

Kenvue is the world’s largest pure-play consumer health company by revenue. Built on more than a century of heritage and propelled forward by science, its iconic brands – including Aveeno, Band-Aid, Adhesive Bandages, Johnson’s, Listerine, Neutrogena, Tylenol and Zyrtec – are recommended by healthcare professionals and can be trusted by consumers who use its products to improve their daily lives.

The Davis Polk capital markets team included partners John B. Meade and Roshni Banker Cariello, counsel Jacqueline Marino and associates Kerim K. Aksoy and Andrew Masaru Orita. Partner William A. Curran and associates Danielle Rapaccioli and Omar Hersi provided tax advice. Partner Matthew J. Bacal provided intellectual property advice. Counsel Marcie A. Goldstein provided FINRA advice. All members of the Davis Polk team are based in the New York office.

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