KMB · 8-K · 20261013PR115239

Kenvue Acquisition Financing

KIMBERLY CLARK CORP · 2026-10-13 · Importance 64 · Surprise 42 · In source text

Kimberly-Clark received the required consents for amendments to all outstanding Kenvue notes as part of exchange offers for up to $7 billion in new Kimberly-Clark notes and cash; the amendments become operative only when the offers settle. By October 9, holders had tendered $6.313 billion principal amount across the seven note series, representing 73.64% to 98.37% of each series outstanding. For each $1,000 of notes tendered by the early participation date and accepted, holders are eligible for $970 principal amount of Kimberly-Clark notes, a $30 early participation premium in notes, and $1 cash; later tenders receive the $970 and $30 components but no cash. The offers are conditioned on closing the Kenvue acquisition, expire October 27, 2026 unless extended, and are expected to settle promptly after expiration, but not before November 2, 2026.

Key facts

• The exchange-offer settlement is expected promptly after the expiration date, which is expected to be extended to on or about the closing date of Kimberly-Clark's pending acquisition of Kenvue; Kimberly-Clark does not anticipate settlement before November 2, 2026. source
• Each exchange offer expires at 5:00 p.m. New York City time on October 27, 2026, unless extended or terminated. source
• Completion of Kimberly-Clark's acquisition of Kenvue is expected in the fourth quarter of 2026, subject to customary closing conditions. source
• Kimberly-Clark's exchange offers cover any and all outstanding Kenvue notes, for up to $7 billion aggregate principal amount of new Kimberly-Clark notes and cash. source
• The exchange offers and consent solicitations are conditioned on completion of the acquisition, a condition Kimberly-Clark cannot waive; other conditions may be waived by Kimberly-Clark. source
• For each $1,000 principal amount of Kenvue notes tendered by the early participation date and accepted, eligible holders can receive $970 principal amount of Kimberly-Clark notes, a $30 principal-amount early participation premium, and $1 cash. source
• After rounding down issued Kimberly-Clark notes, Kimberly-Clark will pay cash equal to the difference between the otherwise-entitled and actually issued principal amounts, plus applicable accrued unpaid interest. source
• On October 13, 2026, Kimberly-Clark announced that it had received the required consents to amend the indenture governing all outstanding Kenvue notes. source

Impact estimates