Kimberly-Clark Corporation announced on September 28, 2026, the commencement of exchange offers and consent solicitations for outstanding debt issued by Kenvue Inc. This action is being taken in connection with the previously announced acquisition of Kenvue, which is expected to close in the fourth quarter of 2026.
The company is offering to exchange any and all outstanding Kenvue Notes for up to $7.0 billion in aggregate principal amount of new Kimberly-Clark Notes and cash. The exchange consideration for each $1,000 principal amount of Kenvue Notes tendered includes $970 in principal amount of Kimberly-Clark Notes and $1.00 in cash. Holders who tender their notes by the Early Participation Date, set for October 9, 2026, are eligible to receive an additional $30 in principal amount of Kimberly-Clark Notes as an early participation premium.
Concurrently with the exchange offers, Kimberly-Clark is soliciting consents to amend the indenture governing the Kenvue Notes. The proposed amendments aim to eliminate restrictive covenants, remove certain events of default (excluding non-payment), eliminate the SEC reporting covenant, and remove restrictions on Kenvue’s ability to merge or transfer assets. The offers are conditioned upon the consummation of the acquisition of Kenvue.
The exchange offers are scheduled to expire at 5:00 p.m., New York City time, on October 27, 2026. The new Kimberly-Clark Notes will be general, unsecured senior obligations of Kimberly-Clark and will have the same interest rates, payment dates, and maturity dates as the corresponding Kenvue Notes.
