On October 29, 2026, Kimberly-Clark Corporation completed the sale of $4.9 billion in aggregate principal amount of senior unsecured notes. The notes were issued in a private offering exempt from registration under the Securities Act of 1933. The transaction was conducted to support the company's previously announced acquisition of Kenvue Inc.

The offering consisted of five separate tranches with varying interest rates and maturity dates:

Interest payments are scheduled to commence in April 2027 for the 2028, 2029, 2031, and 2036 tranches, and January 2027 for the 2034 tranche. The notes are general, unsecured senior obligations of the Corporation.

The Corporation intends to use the net proceeds from the offering, along with cash on hand and borrowings under its commercial paper program, to fund the cash consideration for the Kenvue acquisition and related fees. Any remaining net proceeds will be used for general corporate purposes.

Under the terms of the indenture governing the notes, the Corporation is required to redeem all outstanding notes at 101% of the aggregate principal amount if the Kenvue acquisition is not consummated by a specific date or if the Corporation decides not to pursue the acquisition. Additionally, Kenvue has agreed to guarantee the notes under certain conditions related to the exchange offers for Kenvue's existing debt.

The notes are governed by a Registration Rights Agreement, which requires the Corporation to file a registration statement to facilitate an exchange offer for the notes within 365 days of the acquisition's closing. The Corporation agreed to pay additional interest if the exchange offer is not completed within this timeframe.

On the same day, the Corporation terminated the remaining $3.9 billion of commitments under a bridge loan facility previously arranged with JPMorgan Chase Bank, N.A., as the net cash proceeds from the notes issuance were received.