On October 19, 2026, Kimberly-Clark Corporation announced the pricing of a private offering of senior unsecured notes. The total aggregate principal amount of the notes is $4.9 billion. The offering consists of five tranches with varying interest rates and maturity dates:
- $750 million of 5.100% notes due 2028
- $1.0 billion of 5.300% notes due 2029
- $1.25 billion of 5.450% notes due 2031
- $750 million of 5.650% notes due 2034
- $1.15 billion of 5.800% notes due 2036
The company expects the closing of the offering to occur on or about October 29, 2026, subject to customary closing conditions. The notes are being offered only to qualified institutional buyers under Rule 144A or non-U.S. persons under Regulation S.
The proceeds from this offering are intended to be used, together with cash on hand and borrowings under its commercial paper program, to fund the cash consideration for the previously announced acquisition of Kenvue Inc. Any remaining net proceeds are expected to be used for general corporate purposes. The acquisition is anticipated to be completed in the fourth quarter of 2026.
The offering is not conditioned on the consummation of the Kenvue acquisition. However, if the acquisition is not completed by a specific date (five business days after May 31, 2027, or a later agreed-upon date), or if Kimberly-Clark notifies the trustee that it will not pursue the acquisition, the company will be required to redeem all outstanding notes at a price equal to 101% of the aggregate principal amount, plus accrued interest.
In connection with the acquisition, Kimberly-Clark also commenced an offer to exchange Kenvue’s existing senior notes for new notes issued by Kimberly-Clark on September 28, 2026. If the exchange offer is withdrawn or not completed within four business days after its expiration, the new notes will be guaranteed by Kenvue on an unsubordinated unsecured basis.
