Kimberly-Clark Prices $4.9 Billion Of Notes For Kenvue Deal, With A 101% Buyback If It Fails
The five-tranche private offering carries coupons from 5.100% to 5.800% and is not conditioned on the Kenvue deal closing.
Kimberly-Clark priced a private offering of $4.9 billion in senior unsecured notes on Monday, according to an 8-K filed Tuesday. The money is meant to pay the cash portion of its pending acquisition of Kenvue.
Five tranches, 2028 to 2036
The notes come in five pieces, per the press release attached to the filing:
- $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.
Kimberly-Clark expects the offering to close on October 29, 2026, subject to customary closing conditions. The notes are being sold only to qualified institutional buyers and to non-U.S. persons outside the United States, and they are not registered under the Securities Act.
What the money does, and what happens if the deal dies
Net proceeds, together with cash on hand and/or commercial paper borrowings, will fund the cash consideration for the Kenvue acquisition plus related fees and expenses. Any leftover proceeds go to general corporate purposes. The company expects the acquisition to be completed in the fourth quarter of 2026.
The offering is not conditioned on the acquisition closing. But if the deal has not closed by five business days after the later of May 31, 2027 or any later outside date the parties agree, Kimberly-Clark must redeem all the notes at 101% of principal plus accrued and unpaid interest. The same redemption applies if the company tells the trustee it will not pursue the deal.
For holders, that means the notes carry a built-in exit at a slight premium if the merger fails.
The Kenvue exchange offers and a possible guarantee
On September 28, 2026, Kimberly-Clark began an offer to swap all of Kenvue's existing senior notes for new Kimberly-Clark notes. It also began a consent solicitation on amendments to the indentures governing those notes.
Kenvue would fully and unconditionally guarantee the new notes, on an unsubordinated, unsecured basis, in two cases. One is if the exchange offers are withdrawn after the deal closes and the notes are outstanding. The other is if the exchange offers are not completed within four business days after their expiration date. The offering does not depend on the exchange offers finishing.
The notes are slated to close on October 29, 2026, and the Kenvue acquisition is expected in the fourth quarter.
Sources
- 8-K Filing — KIMBERLY CLARK CORP (KMB) — SEC EDGAR
- Exhibit tm2627826d1_ex99-1.htm — KIMBERLY CLARK CORP 8-K exhibit — SEC EDGAR
