Kimberly-Clark launches exchange offers and consent solicitations for $7 billion in Kenvue notes

Kimberly-Clark Corporation (KMB) announced on Monday the commencement of exchange offers and consent solicitations for any and all outstanding notes issued by Kenvue Inc. (KVUE), according to an 8-K filing.

The company is offering up to $7 billion in aggregate principal amount of new Kimberly-Clark notes and cash in exchange for Kenvue notes. The exchange offers are being made in connection with the previously announced acquisition of Kenvue.

Concurrently with the exchange offers, Kimberly-Clark is soliciting consents from eligible holders to adopt proposed amendments to the indenture governing the Kenvue notes. The amendments would eliminate substantially all restrictive covenants, certain events of default, SEC reporting covenants, and certain merger or consolidation restrictions in the Kenvue indenture.

The exchange offers and consent solicitations will expire at 5:00 p.m. New York City time on October 27, 2026, unless extended or terminated. The early participation date is 5:00 p.m. New York City time on October 9, 2026. Tenders of Kenvue notes may not be withdrawn after the withdrawal deadline on the early participation date. The settlement date is expected to occur promptly after the expiration date.

For each $1,000 principal amount of Kenvue notes validly tendered at or prior to the early participation date and accepted, participating holders will receive $970 in principal amount of Kimberly-Clark notes, an early participation premium of $30 in principal amount of Kimberly-Clark notes, and $1.00 in cash. Holders tendering after the early participation date but at or prior to the expiration date will be eligible to receive the exchange consideration without the early participation premium and cash payment.

The exchange offers and consent solicitations are conditioned upon the consummation of the acquisition of Kenvue, which is expected to take place in the fourth quarter of 2026.