Kimberly-Clark Corporation announced that it has secured the requisite consents to amend the indenture governing Kenvue Inc.'s outstanding debt. The amendments, which will eliminate restrictive covenants and certain events of default, are contingent upon the settlement of an exchange offer for Kenvue's notes.
The company disclosed that as of the Early Participation Date on October 9, 2026, the principal amounts of Kenvue Notes validly tendered and not withdrawn were as follows:
- 5.050% Senior Notes due 2028: $736,389,000 (73.64% of outstanding)
- 5.000% Senior Notes due 2030: $822,161,000 (82.22% of outstanding)
- 4.850% Senior Notes due 2032: $700,312,000 (93.37% of outstanding)
- 4.900% Senior Notes due 2033: $1,125,944,000 (90.08% of outstanding)
- 5.100% Senior Notes due 2043: $728,341,000 (97.11% of outstanding)
- 5.050% Senior Notes due 2053: $1,475,569,000 (98.37% of outstanding)
- 5.200% Senior Notes due 2063: $724,580,000 (96.61% of outstanding)
Kenvue has executed a supplemental indenture implementing the amendments. The changes include the elimination of substantially all restrictive covenants, certain events of default (excluding payment failures), the SEC reporting covenant, and restrictions on mergers or asset transfers. These amendments will become operative only upon the settlement of the exchange offers.
Kimberly-Clark is offering to exchange up to $7 billion in aggregate principal amount of its new notes for Kenvue Notes, along with cash. The exchange offers are scheduled to expire at 5:00 p.m. New York time on October 27, 2026. The settlement date is expected to occur promptly after the expiration date, on or about the closing date of Kimberly-Clark's pending acquisition of Kenvue, with a tentative date of November 2, 2026.
