Kimberly-Clark Gives Kenvue Bondholders Until November 2 After 74% To 99% Tender Each Series
The company pushed back its exchange deadline for up to $7.0 billion of new notes, tied to its pending Kenvue purchase.
Kimberly-Clark pushed back the deadline on its offers to swap Kenvue debt for its own notes after holders tendered between 73.93% and 98.54% of each of seven note series, the company said Tuesday. The offers, covering up to $7.0 billion of new Kimberly-Clark notes, now expire at 5:00 p.m. New York time on November 2, instead of October 27.
Tender levels across seven series
The figures are as of 5:00 p.m. New York time on October 27, according to the 8-K and the attached press release. The 5.050% notes due 2053 drew the most, with $1,478,069,000 of $1,500,000,000 tendered, or 98.54%. The 5.050% notes due 2028 drew the least, with $739,298,000 of $1,000,000,000 tendered, or 73.93%.
The others fall between those two:
- 5.000% notes due 2030: $846,524,000 of $1,000,000,000, or 84.65%.
- 4.850% notes due 2032: $702,706,000 of $750,000,000, or 93.69%.
- 4.900% notes due 2033: $1,152,617,000 of $1,250,000,000, or 92.21%.
- 5.100% notes due 2043: $728,377,000 of $750,000,000, or 97.12%.
- 5.200% notes due 2063: $726,335,000 of $750,000,000, or 96.84%.
All other terms of the offers are unchanged, the company said.
Tied to the Kenvue acquisition
Kimberly-Clark, the maker of Huggies, Kleenex, Scott, Kotex and Cottonelle, has a pending acquisition of Kenvue. The exchange offers depend on that deal closing, a condition the company cannot waive. Other conditions can be waived.
On October 9, holders delivered the consents needed to amend the indenture, the contract governing the Kenvue notes, and a supplemental indenture was signed. The amendments take effect only when the exchange offers settle, which the company expects promptly after the expiration date.
The offering memorandum now also incorporates Kenvue's unaudited financial statements for the three and nine months ended September 27, 2026, which will appear in Kenvue's quarterly report on Form 10-Q, to be filed with the SEC.
Who can take part
The offers are private. Only qualified institutional buyers and certain non-U.S. holders who complete an eligibility letter may participate, and the company has not registered the new notes with the SEC. Holders can get the letter from D.F. King & Co., the information agent.
The offers now run until 5:00 p.m. New York time on November 2, unless Kimberly-Clark extends them again.
Sources
- 8-K Filing — KIMBERLY CLARK CORP (KMB) — SEC EDGAR
- Exhibit tm2628370d1_ex99-1.htm — KIMBERLY CLARK CORP 8-K exhibit — SEC EDGAR
- Kimberly-Clark Corporation Announces Extension of the Expiration Date for Exchange Offers for Kenvue Notes — prnewswire.com
- All Stock Offering News and Press Releases from PR Newswire — prnewswire.com
