Kimberly‑Clark Announces Exchange Offers for Kenvue Notes in Merger

What Happened Kimberly‑Clark announced on September 28, 2026 that it has commenced exchange offers and concurrent consent solicitations for any and all outstanding notes issued by Kenvue (the “Kenvue Notes”). The offers would exchange Kenvue Notes for up to $7.0 billion aggregate principal amount of new notes issued by Kimberly‑Clark and cash. The transactions are being conducted in connection with the previously announced Merger Agreement (entered November 2, 2025) under which Kenvue will be merged into Kimberly‑Clark’s subsidiaries; the exchange offers are conditioned on the closing of the First Merger, expected in Q4 2026.

Kimberly‑Clark is also seeking consents to amend the Kenvue indenture to, among other things, eliminate substantially all restrictive covenants, remove certain events of default (except for failure to pay), eliminate the SEC reporting covenant, and remove certain restrictions on Kenvue’s ability to merge or transfer assets. The 8‑K also includes Kenvue’s audited and interim financial statements and Kimberly‑Clark’s unaudited pro forma condensed combined financial information reflecting the Mergers.

Key Details

• Exchange offers and consent solicitations announced: September 28, 2026.
• New notes: up to $7.0 billion aggregate principal amount to be issued by Kimberly‑Clark (plus cash consideration).
• Consent amendments would remove most restrictive covenants, certain non‑payment events of default, and the SEC reporting covenant in the Kenvue indenture.
• Offers conditioned on consummation of the First Merger (expected Q4 2026); filings include Kenvue audited financials and Kimberly‑Clark pro forma financial information.

Why It Matters This filing shows Kimberly‑Clark is progressing with steps to integrate Kenvue and to reconfigure Kenvue’s debt as part of the merger. The proposed amendments would reduce contractual protections in the Kenvue indenture (fewer covenants and events of default, and removal of SEC reporting requirement), which can materially change rights and remedies for Kenvue noteholders and affect the combined company’s debt profile. Investors should note the pro forma financials are informational only and the exchange offers are contingent on the merger closing.