Bonds
Kenvue Bondholders Tender $6.38 Billion of Notes to Kimberly-Clark
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Kimberly-Clark (KMB ) announced on November 3, 2026 that Kenvue noteholders had validly tendered and not withdrawn $6.38 billion of principal, calculated by adding the seven series-level amounts in its final-results announcement.
The exchange offers and related consent solicitations, covering up to $7 billion aggregate principal amount of new Kimberly-Clark notes plus cash, expired at 5:00 p.m. New York City time on November 2, 2026.
The reported participation rates were lowest in the nearest maturities and above 97% for every series due 2043 or later. The 2053 notes had the highest take-up at 98.54%, while the 2028 notes had the lowest at 73.93%. Consequently, the shortest-dated series has the largest proportion of debt remaining outside the exchange, while nearly all of the longest-dated series is set to move to Kimberly-Clark at settlement.
The final series-level results were:
| Kenvue notes | Outstanding principal ($ millions) | Tendered principal ($ millions) | Tendered share |
|---|---|---|---|
| 5.050% senior notes due 2028 | $1,000 | $739.347 | 73.93% |
| 5.000% senior notes due 2030 | $1,000 | $846.989 | 84.70% |
| 4.850% senior notes due 2032 | $750 | $702.706 | 93.69% |
| 4.900% senior notes due 2033 | $1,250 | $1,152.617 | 92.21% |
| 5.100% senior notes due 2043 | $750 | $728.377 | 97.12% |
| 5.050% senior notes due 2053 | $1,500 | $1,478.073 | 98.54% |
| 5.200% senior notes due 2063 | $750 | $727.930 | 97.06% |
For each $1,000 principal amount validly tendered by the October 9, 2026 early-participation deadline and accepted, holders were eligible for $970 principal amount of Kimberly-Clark notes, a $30 early-participation premium paid in notes and $1 in cash. Early participants also had to beneficially own those notes at expiration to receive the premium and cash payment.
An October 13 amendment allowed holders tendering after the early deadline but by expiration to receive the $970 exchange consideration and $30 note premium, without the $1 cash payment. The premium and any cash payment are payable at settlement to the holder of record at expiration.
Replacement Notes Preserve Existing Payment Terms
Each new Kimberly-Clark series will retain the corresponding Kenvue series’ interest rate, interest-payment dates, maturity and optional redemption prices. The first interest payment on the new notes will include accrued and unpaid interest on the tendered Kenvue notes, so participating holders receive the same interest payment they would have received without exchanging.
The issuer and the notes’ position within Kimberly-Clark’s debt structure nevertheless change. The replacement notes will be general unsecured senior obligations of Kimberly-Clark, ranking equally with its existing and future unsecured senior indebtedness. They will be effectively subordinated to secured debt to the extent of the value of the assets securing that debt.
Amendments Extend to Untendered Kenvue Debt
Requisite consents for all seven series were received by the October 9 early-participation date, and Kenvue executed a supplemental indenture containing the amendments. Each series required consent from holders of at least a majority of its outstanding principal, voting separately.
The September 28 offer terms eliminate substantially all restrictive covenants, the SEC reporting covenant, certain events of default other than failures to pay principal, premium or interest, and certain restrictions on mergers, consolidations and asset transfers. Once the amendments become operative, notes that were not tendered will remain governed by the Kenvue indenture as amended rather than retaining the original covenant package.
Kimberly-Clark had extended the expiration on October 27, 2026 from that day to November 2, leaving the other terms unchanged. The offers were conditioned on completion of the Kenvue acquisition, a condition Kimberly-Clark could not waive.
The company completed the acquisition on November 2. Kenvue shareholders became entitled to $3.50 in cash and 0.14625 Kimberly-Clark shares for each Kenvue share, while Kenvue common stock ceased trading at that day’s market opening.
Kimberly-Clark expects settlement on November 4, 2026, issuing the replacement notes, paying the applicable premium and cash consideration, and making the amendments operative. Kenvue remains responsible for interest payable before settlement on tendered notes and for interest on Kenvue notes that remain outstanding afterward.
With tendering complete, settlement is the remaining step that would substitute Kimberly-Clark obligations for accepted Kenvue notes and activate the amended covenant package for the untendered debt still outstanding.
