KMB · 8-K · 20261020PR117036
Kenvue Acquisition Financing
KIMBERLY CLARK CORP · 2026-10-20 · Importance 64 · Surprise 42 · No source text
The $4.9 billion notes offering is being conducted to help finance Kimberly-Clark's proposed acquisition of Kenvue, expected to close in the fourth quarter of 2026 subject to customary conditions. Proceeds, cash on hand and/or commercial-paper borrowings are intended to fund the acquisition's cash consideration and related fees and expenses. If the acquisition is not completed by the applicable outside-date deadline or Kimberly-Clark notifies the trustee it will not pursue the deal, all outstanding notes must be redeemed at 101% of aggregate principal plus accrued and unpaid interest. Kimberly-Clark also commenced exchange offers on September 28, 2026, to exchange all of Kenvue's existing senior notes for new Kimberly-Clark senior notes; under specified circumstances, Kenvue will unconditionally guarantee the new notes on an unsecured basis.
Key facts
- If the exchange offers are withdrawn after the Kenvue acquisition is consummated and the notes are issued and outstanding, Kenvue (or its successor) will fully and unconditionally guarantee the notes on an unsubordinated unsecured basis. source
- If the Kenvue acquisition is consummated and the notes are issued and outstanding, but the exchange offers are not completed within four business days after their expiration date, Kenvue (or its successor) will fully and unconditionally guarantee the notes on an unsubordinated unsecured basis. source
- Kimberly-Clark intends to use the offering's net proceeds, together with cash on hand and/or commercial paper borrowings, to fund the cash consideration for the Kenvue acquisition and pay related fees and expenses. source
- If the Kenvue acquisition has not closed by five business days after the later of May 31, 2027 or any later agreed Outside Date, Kimberly-Clark must redeem all outstanding notes at 101% of aggregate principal plus accrued and unpaid interest, if any, to but excluding the redemption date. source
- If Kimberly-Clark notifies the notes trustee that it will not pursue the Kenvue acquisition, it must redeem all outstanding notes at 101% of aggregate principal plus accrued and unpaid interest, if any, to but excluding the redemption date. source
- The Kenvue acquisition is expected to be consummated in the fourth quarter of 2026, subject to customary closing conditions. source
- On September 28, 2026, Kimberly-Clark commenced offers to exchange all of Kenvue's existing senior notes for new senior notes to be issued by Kimberly-Clark and solicited consents to amendments to the indentures governing those notes. source
- Kimberly-Clark's notes offering is not conditioned on the consummation of the Kenvue acquisition. source
Impact estimates
| metric | direction | stage | expected | basis |
|---|---|---|---|---|
| liability | positive | contingent | +4.0% | If the Kenvue acquisition has not closed by five business days after the later of May 31, 2027 or any later agreed Outside Date,… |
| cash | negative | probable | — | Kimberly-Clark intends to use the offering's net proceeds, together with cash on hand and/or commercial paper borrowings, to fund the cash… |
| cash | negative | contingent | — | If the Kenvue acquisition has not closed by five business days after the later of May 31, 2027 or any later agreed Outside Date,… |