Kimberly-Clark launches up to $7 billion Kenvue notes exchange for pending deal

Kimberly-Clark moved another financing piece into place for its Kenvue acquisition, opening exchange offers covering up to $7 billion of Kenvue notes.

In an 8-K and press release dated September 28, 2026, Kimberly-Clark said that in connection with its pending Kenvue acquisition under a November 2, 2025 merger agreement, it commenced offers to exchange any and all outstanding Kenvue notes for up to $7.0 billion aggregate principal amount of new Kimberly-Clark notes and cash. It is also soliciting consents to eliminate most restrictive covenants, certain default events, the SEC reporting covenant, and some merger and asset-sale limits from the Kenvue indenture.

The press release lists seven Kenvue note series totaling $7.0 billion outstanding principal across 2028–2063 maturities. For each $1,000 of notes accepted, early participants are shown receiving $1,000 principal of matching Kimberly-Clark notes plus $1.00 cash under the stated total consideration. The offers are being conducted via a confidential offering memorandum in a private placement.

Kimberly-Clark said the exchanges and consents are conditioned, among other things, on consummation of the first merger, expected in the fourth quarter of calendar 2026. The 8-K also included Kenvue historical financials and Kimberly-Clark unaudited pro forma combined financial information. KMB shares closed Monday at $98.77, up about 0.3% from Friday and down roughly 2.6% year to date.

By the numbers

• Max new Kimberly-Clark notes: up to $7.0 billion aggregate principal
• Kenvue series listed: seven (2028–2063)
• Early total consideration (per $1,000): $1,000 new notes + $1.00 cash
• First merger expected: Q4 calendar 2026
• KMB Monday close: $98.77 (+0.3% vs Friday; −2.6% YTD)

Sources

1. Kimberly-Clark Corporation Form 8-K (Items 8.01, 9.01), accepted September 28, 2026 4:08:32 p.m. ET, accession 0001104659-26-111354
2. Kimberly-Clark Corporation Form 8-K Exhibit 99.1 press release, September 28, 2026

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