KMB · 8-K · 20260928PR111354

Kenvue Acquisition Financing

KIMBERLY CLARK CORP · 2026-09-28 · Importance 64 · Surprise 42 · Contradicted

In connection with its pending acquisition of Kenvue, Kimberly-Clark commenced exchange offers for all outstanding Kenvue Notes, up to $7.0 billion aggregate principal amount, in exchange for new Kimberly-Clark Notes and cash. For each $1,000 principal amount tendered by October 9, 2026, eligible holders may receive $970 principal amount of Kimberly-Clark Notes, a $30 principal amount early participation premium, and $1 cash; later tenders through October 27 receive $970 principal amount of notes, subject to the offer terms. The new notes will match the corresponding Kenvue Notes’ interest rate, payment dates, maturity, and optional redemption prices, and will be Kimberly-Clark general, unsecured senior obligations. The offers are conditioned on completion of the acquisition, expected in the fourth quarter of 2026, and the proposed indenture amendments would eliminate substantially all restrictive covenants and certain default, reporting, and merger restrictions for series obtaining majority consent.

Key facts

• On September 28, 2026, Kimberly-Clark commenced exchange offers for any and all outstanding Kenvue Notes, offering up to $7 billion aggregate principal amount of new Kimberly-Clark notes and cash, in connection with its pending acquisition of Kenvue. source
• The 5.050% Senior Notes due 2028 had $1 billion principal amount outstanding; for each $1,000 of these notes, the table lists $970 principal amount of Kimberly-Clark notes, a $30 premium in Kimberly-Clark notes, and $1.00 cash. source
• The 5.000% Senior Notes due 2030 had $1 billion principal amount outstanding; for each $1,000 of these notes, the table lists $970 principal amount of Kimberly-Clark notes, a $30 premium in Kimberly-Clark notes, and $1.00 cash. source
• The 4.850% Senior Notes due 2032 had $750 million principal amount outstanding; for each $1,000 of these notes, the table lists $970 principal amount of Kimberly-Clark notes, a $30 premium in Kimberly-Clark notes, and $1.00 cash. source
• The 4.900% Senior Notes due 2033 had $1.25 billion principal amount outstanding; for each $1,000 of these notes, the table lists $970 principal amount of Kimberly-Clark notes, a $30 premium in Kimberly-Clark notes, and $1.00 cash. source
• The 5.100% Senior Notes due 2043 had $750 million principal amount outstanding; for each $1,000 of these notes, the table lists $970 principal amount of Kimberly-Clark notes, a $30 premium in Kimberly-Clark notes, and $1.00 cash. source
• The 5.050% Senior Notes due 2053 had $1.5 billion principal amount outstanding; for each $1,000 of these notes, the table lists $970 principal amount of Kimberly-Clark notes, a $30 premium in Kimberly-Clark notes, and $1.00 cash. source
• The 5.200% Senior Notes due 2063 had $750 million principal amount outstanding; for each $1,000 of these notes, the table lists $970 principal amount of Kimberly-Clark notes, a $30 premium in Kimberly-Clark notes, and $1.00 cash. source

Impact estimates