Kimberly-Clark prices $4.9B senior notes to fund Kenvue acquisition

Kimberly-Clark Corporation (NASDAQ: KMB) has priced a private offering of $4.9 billion in senior unsecured notes across five tranches, according to a press release issued Oct. 19, 2026.

The notes are structured as follows: $750 million at 5.100% due 2028, $1 billion at 5.300% due 2029, $1.25 billion at 5.450% due 2031, $750 million at 5.650% due 2034, and $1.15 billion at 5.800% due 2036. The offering is expected to close Oct. 29, 2026, subject to customary closing conditions.

Kimberly-Clark intends to use the net proceeds, along with cash on hand and borrowings under its commercial paper program, to fund the cash consideration for its previously announced acquisition of Kenvue Inc. Any remaining proceeds are earmarked for general corporate purposes. The Kenvue acquisition is expected to close in the fourth quarter of 2026.

If the acquisition is not completed by five business days after May 31, 2027, 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 101% of the aggregate principal amount, plus accrued and unpaid interest.

Separately, on Sept. 28, 2026, Kimberly-Clark commenced an exchange offer for all of Kenvue's existing senior notes in exchange for new Kimberly-Clark senior notes, along with related consent solicitations. If the exchange offers are withdrawn or not completed within four business days after their expiration, the notes will be fully and unconditionally guaranteed on an unsubordinated unsecured basis by Kenvue.

The notes have not been registered under the U.S. Securities Act of 1933 and are being offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons outside the United States under Regulation S.

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