KMB · 8-K · 20261028PR119289
Kenvue Acquisition Financing
KIMBERLY CLARK CORP · 2026-10-28 · Importance 64 · Surprise 42 · No source text
Kimberly-Clark extended the expiration date of its exchange offers for all outstanding Kenvue notes, offering up to $7.0 billion aggregate principal amount of new Kimberly-Clark notes; the deadline moved from October 27 to November 2, 2026. By October 27, holders had tendered $6.374 billion of the $7.0 billion outstanding, approximately 91.1%, with participation by series ranging from 73.93% for notes due 2028 to 98.54% for notes due 2053. The exchange offers are conditioned on completion of Kimberly-Clark’s pending acquisition of Kenvue, and settlement is expected promptly after the expiration date. Required consents for amendments to the Kenvue notes indenture were received on October 9, 2026, and the amendments become operative only when the exchange offers settle.
Key facts
- Kimberly-Clark’s exchange offers cover any and all outstanding Kenvue Notes in exchange for up to $7,000,000,000 aggregate principal amount of new notes to be issued by Kimberly-Clark. source
- As of 5:00 p.m. New York City time on October 27, 2026, $739,298,000 of Kenvue’s 5.050% Senior Notes due 2028 had been tendered and not withdrawn, equal to 73.93% of the $1,000,000,000 outstanding principal amount. source
- As of 5:00 p.m. New York City time on October 27, 2026, $846,524,000 of Kenvue’s 5.000% Senior Notes due 2030 had been tendered and not withdrawn, equal to 84.65% of the $1,000,000,000 outstanding principal amount. source
- As of 5:00 p.m. New York City time on October 27, 2026, $702,706,000 of Kenvue’s 4.850% Senior Notes due 2032 had been tendered and not withdrawn, equal to 93.69% of the $750,000,000 outstanding principal amount. source
- As of 5:00 p.m. New York City time on October 27, 2026, $1,152,617,000 of Kenvue’s 4.900% Senior Notes due 2033 had been tendered and not withdrawn, equal to 92.21% of the $1,250,000,000 outstanding principal amount. source
- As of 5:00 p.m. New York City time on October 27, 2026, $728,377,000 of Kenvue’s 5.100% Senior Notes due 2043 had been tendered and not withdrawn, equal to 97.12% of the $750,000,000 outstanding principal amount. source
- As of 5:00 p.m. New York City time on October 27, 2026, $1,478,069,000 of Kenvue’s 5.050% Senior Notes due 2053 had been tendered and not withdrawn, equal to 98.54% of the $1,500,000,000 outstanding principal amount. source
- As of 5:00 p.m. New York City time on October 27, 2026, $726,335,000 of Kenvue’s 5.200% Senior Notes due 2063 had been tendered and not withdrawn, equal to 96.84% of the $750,000,000 outstanding principal amount. source
Impact estimates
| metric | direction | stage | expected | basis |
|---|---|---|---|---|
| liability | negative | probable | -9.4% | Kimberly-Clark’s exchange offers cover any and all outstanding Kenvue Notes in exchange for up to $7,000,000,000 aggregate principal… |
| liability | negative | probable | -4.0% | As of 5:00 p.m. New York City time on October 27, 2026, $1,478,069,000 of Kenvue’s 5.050% Senior Notes due 2053 had been tendered and not… |
| liability | negative | probable | -3.1% | As of 5:00 p.m. New York City time on October 27, 2026, $1,152,617,000 of Kenvue’s 4.900% Senior Notes due 2033 had been tendered and not… |
| liability | negative | probable | -2.3% | As of 5:00 p.m. New York City time on October 27, 2026, $846,524,000 of Kenvue’s 5.000% Senior Notes due 2030 had been tendered and not… |
| liability | negative | probable | -2.0% | As of 5:00 p.m. New York City time on October 27, 2026, $739,298,000 of Kenvue’s 5.050% Senior Notes due 2028 had been tendered and not… |
| liability | negative | probable | -2.0% | As of 5:00 p.m. New York City time on October 27, 2026, $726,335,000 of Kenvue’s 5.200% Senior Notes due 2063 had been tendered and not… |
| liability | negative | probable | -1.9% | As of 5:00 p.m. New York City time on October 27, 2026, $702,706,000 of Kenvue’s 4.850% Senior Notes due 2032 had been tendered and not… |