Kimberly-Clark Closes $4.9 Billion Bond Sale For Kenvue Deal, Ending Its $7.7 Billion Bridge Loan
Five note series carrying rates of 5.100% to 5.800% retire the last $3.9 billion of a JPMorgan bridge commitment.
Kimberly-Clark completed a private sale of $4.9 billion in senior unsecured notes on Thursday, according to an 8-K, and the proceeds knocked out the last $3.9 billion of a bridge loan commitment from JPMorgan Chase. The money is meant to cover the cash portion of its pending purchase of Kenvue.
Five series, rates up to 5.800%
The offering, exempt from registration under the Securities Act, has five parts:
- $750 million of 5.100% notes due 2028.
- $1 billion of 5.300% notes due 2029.
- $1.25 billion of 5.450% notes due 2031.
- $750 million of 5.650% notes due 2034.
- $1.15 billion of 5.800% notes due 2036.
The company plans to combine the net proceeds with cash on hand and possibly commercial paper borrowings to pay the cash consideration for the Kenvue acquisition and related fees and expenses. Any leftover proceeds go to general corporate purposes.
The notes are general unsecured obligations that rank equally with Kimberly-Clark's existing unsecured senior debt.
The bridge loan is gone
Kimberly-Clark signed a bridge loan commitment letter with JPMorgan on November 2, 2025, for $7.7 billion. On December 9, 2025, $3.8 billion of that was cancelled when it signed a five-year revolving credit agreement and a delayed-draw term loan agreement. The remaining $3.9 billion was terminated Thursday because the note proceeds arrived.
Kimberly-Clark makes Huggies diapers, Kleenex tissues, Kotex, Cottonelle and WypAll wipers, selling in more than 175 countries and territories. Kenvue will be folded in through a two-step merger under an agreement dated November 2, 2025.
A 101% backstop if Kenvue fails
If the Kenvue deal has not closed within five business days after the later of May 31, 2027 or any later outside date the parties agree, the company must redeem all the notes at 101% of principal plus accrued interest. The same applies if it tells the trustee it will not pursue the deal.
On September 28, 2026, Kimberly-Clark launched an offer to swap Kenvue's existing senior notes for new Kimberly-Clark notes. If that exchange is withdrawn, or not completed within four business days after its expiration once the deal closes, Kenvue will fully guarantee the new notes.
Under a registration rights agreement, Kimberly-Clark must use commercially reasonable efforts to complete a registered exchange offer within 365 days after the Kenvue closing. Missing that deadline triggers additional interest on the notes.
The next marker is May 31, 2027, the outside date that, if it passes without a closing, forces redemption of all $4.9 billion of notes.
Sources
- 8-K Filing — KIMBERLY CLARK CORP (KMB) — SEC EDGAR
- Exhibit tm2628370d2_ex4-1.htm — KIMBERLY CLARK CORP 8-K exhibit — SEC EDGAR
