Kimberly-Clark secures consents to amend Kenvue notes in exchange offer

Kimberly-Clark (NASDAQ: KMB) announced it has received the required number of consents to adopt proposed amendments to the indenture governing all outstanding notes issued by Kenvue (NYSE: KVUE), as part of its pending acquisition of the company.

The exchange offers seek to swap Kenvue notes for up to $7 billion in aggregate principal amount of new Kimberly-Clark notes. As of the early participation date of Oct. 9, 2026, holders across all seven series of Kenvue notes had tendered between 73.64% and 98.37% of outstanding principal amounts. Kenvue has executed a supplemental indenture containing the amendments, which will become operative only upon settlement of the exchange offers.

For each $1,000 principal amount of Kenvue notes tendered at or before the early participation date, eligible holders will receive $970 in Kimberly-Clark notes, a $30 early participation premium in Kimberly-Clark notes, and a $1.00 cash payment. Kimberly-Clark also amended the terms for holders tendering after the early participation date but before the expiration date, making them eligible for the exchange consideration and early participation premium, but not the $1.00 cash payment.

The exchange offers are set to expire at 5:00 p.m. New York City time on Oct. 27, 2026, though Kimberly-Clark said the expiration date is expected to be extended to coincide with the closing date of the Kenvue acquisition. The settlement date is not expected to occur before Nov. 2, 2026. Completion of the acquisition is expected in the fourth quarter of 2026, subject to customary closing conditions.

The new Kimberly-Clark notes have not been registered under the U.S. Securities Act of 1933 and are being offered only to qualified institutional buyers and non-U.S. persons under applicable exemptions. The exchange offers are conditioned on the consummation of the acquisition, a condition that cannot be waived by Kimberly-Clark.

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