PR Newswire·Sep 28, 2026, 4:05 PM ET

Kimberly-Clark Corporation Announces Commencement of Exchange Offers and Consent Solicitations for Kenvue Notes

KMB KVUE

Kimberly-Clark Corporation announced an exchange offer for up to $7,000,000,000 aggregate principal amount of Kenvue Inc. notes in connection with its pending acquisition of Kenvue.
Holders tendering Kenvue Notes at or prior to the Early Participation Date (October 9, 2026) will receive $970 in principal amount of Kimberly-Clark Notes, a $30 Early Participation Premium, & $1.00 cash for each $1,000 of Kenvue Notes.
Holders tendering after the Early Participation Date but before the Expiration Date (October 27, 2026) will receive only the Exchange Consideration without the Early Participation Premium or Cash Payment.
The Exchange Offers are conditioned upon the consummation of the Acquisition, which is expected to close in the fourth quarter of 2026.
Concurrently, Kimberly-Clark is soliciting consents to amend the Kenvue Indenture by eliminating restrictive covenants, certain default events, SEC reporting requirements, & merger restrictions.
Eligible Holders must validly tender Kenvue Notes & not withdraw them before the Withdrawal Deadline (October 9, 2026) to receive premiums, cash payments, or irrevocable consents.
The Kimberly-Clark Notes will be general, unsecured senior obligations with interest rates, payment dates, & maturity terms matching the corresponding Kenvue Notes.
The Exchange Offers & Consent Solicitations are limited to Eligible Holders, including qualified institutional buyers & non-U.S. persons, & do not include U.S. retail investors.
D.F. King & Co., Inc. is serving as the information & exchange agent for the offers & can be contacted via phone or email for eligibility letters & offering documents.