Kimberly-Clark has launched an exchange offer covering up to $7 billion of Kenvue’s outstanding debt as it advances preparations for its proposed acquisition of the consumer-health company.
Announced on September 28, the transaction gives holders of seven series of Kenvue senior notes the opportunity to exchange their securities for new unsecured senior notes issued by Kimberly-Clark, along with a cash payment. The notes included in the offer have maturities ranging from 2028 to 2063, with a combined $7 billion in principal outstanding.
Under the terms of the offer, holders who validly tender $1,000 in principal amount of Kenvue notes by the early-participation deadline will receive $970 in principal amount of corresponding Kimberly-Clark notes, plus a $30 early-participation premium in Kimberly-Clark notes and $1 in cash.
The new Kimberly-Clark notes will have the same interest rate and maturity date as the corresponding Kenvue securities.
The exchange offer is contingent on the completion of Kimberly-Clark’s proposed acquisition of Kenvue. The company currently expects the transaction to close in the fourth quarter of 2026, subject to the satisfaction of the remaining closing conditions.
CONSENT SOLICITATION
In connection with the debt exchange, Kimberly-Clark is also seeking consent from Kenvue bondholders to amend the indenture governing the notes.
The proposed changes would remove substantially all restrictive covenants and eliminate certain events of default, except those related to failures to pay principal, premium or interest. The amendments would also remove Kenvue’s SEC reporting covenant and certain restrictions concerning mergers, consolidations and asset transfers.
Bondholders have until October 9, 2026, to participate early and withdraw their tenders. The exchange offers are scheduled to expire on October 27, unless Kimberly-Clark extends or terminates them.
EU REGULATORY REVIEW REMAINS OUTSTANDING
The debt transaction is taking place while Kimberly-Clark continues to pursue regulatory clearance for its proposed acquisition of Kenvue in the European Union.
The company has submitted proposed remedies aimed at addressing competition concerns raised by the European Commission. The Commission has extended its preliminary review deadline from September 29 to October 13, 2026, providing additional time to evaluate the proposed commitments.
Before reaching a decision, the Commission is expected to seek feedback from competitors and customers. It may then accept the proposed remedies, request additional concessions or launch a more extensive investigation. The transaction remains classified as an ongoing Phase I investigation.
The debt exchange itself does not represent regulatory approval of Kimberly-Clark’s acquisition of Kenvue. Completion of the debt transaction remains conditional on the closing of the proposed acquisition.
