Kimberly‑Clark secures consents and amends Kenvue notes for up‑to‑$7 billion exchange

Kimberly‑Clark announced that it has obtained the required consents to amend the indenture governing all outstanding Kenvue senior notes. The amendment will allow the exchange of up to $7,000,000,000 of Kenvue notes for new Kimberly‑Clark notes, cash and an early‑participation premium. Settlement of the exchange offers is expected to occur promptly after the expiration date, no earlier than November 2 2026, and is conditioned on the closing of Kimberly‑Clark’s pending acquisition of Kenvue.

The conversion will replace Kenvue’s existing debt with new Kimberly‑Clark notes and cash, altering the capital structure for noteholders. Investors holding Kenvue notes should expect to receive the new notes and cash once the settlement occurs after the acquisition closes.

  • 1Kimberly‑Clark received sufficient consents to adopt the proposed amendments to all outstanding Kenvue notes.
  • 2The exchange offers will cover up to $7,000,000,000 aggregate principal amount of new Kimberly‑Clark notes and cash.
  • 3Settlement of the exchange offers is not expected before November 2 2026.
  • 498% of the 2053 series Kenvue bond debt was offered for exchange.
  • 5Early participation provides $970 principal of new notes, a $30 premium in new notes and $1.00 cash per $1,000 of Kenvue notes tendered.

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