Kimberly-Clark Closes $4.9 Billion Five-Tranche Senior Notes Offering

Kimberly-Clark Corporation (KMB ) on October 29, 2026 announced the closing of its previously announced private offering of senior unsecured notes in a combined aggregate principal amount of $4.9 billion, issued in five tranches, and the company disclosed the completion the same day in a Form 8-K filed with the U.S. Securities and Exchange Commission under Items 1.01, 2.03, 8.01 and 9.01. Kimberly-Clark said it will use the net proceeds from the offering, together with cash on hand and/or borrowings under its commercial paper program, to fund the cash consideration payable in connection with its pending acquisition of Kenvue Inc. (KVUE ) and to pay related fees and expenses, with any remaining net proceeds to be used for general corporate purposes. The acquisition remains subject to the satisfaction of certain customary closing conditions.

The five tranches consist of $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 and $1.15 billion of 5.800% notes due 2036. The 2028, 2029, 2031 and 2036 notes mature on October 29 of their respective years, while the 2034 notes mature on January 29, 2034. Interest on the 2028, 2029, 2031 and 2036 notes is payable on April 29 and October 29 of each year, commencing April 29, 2027. Interest on the 2034 notes is payable on January 29 and July 29 of each year, commencing January 29, 2027.

Indenture Terms and Redemption Provisions

The notes were issued under Kimberly-Clark’s First Amended and Restated Indenture dated as of March 1, 1988 with The Bank of New York Mellon (BNY ) Trust Company, N.A., as trustee and successor in interest to The First National Bank (NBHC ) of Chicago (originally executed with Bank of America (BAC ) National Trust and Savings Association), as amended by supplemental indentures dated November 6, 1992, May 25, 1994 and October 27, 2021, and under an Eleventh Supplemental Indenture dated October 29, 2026 with U.S. Bank Trust Company, National Association, as successor trustee in respect of the notes. According to the filing, the notes are the company’s general unsecured senior obligations and rank equally in right of payment with all of its existing and future unsecured senior indebtedness, including its existing senior notes.

Kimberly-Clark may redeem the notes at its option, in whole or in part, at any time and from time to time at the redemption prices and on the terms set forth in the indenture. Under a special mandatory redemption provision, if the acquisition has not been consummated before the date that is five business days after the later of May 31, 2027 or any later outside date agreed by the parties to the acquisition agreement, or if the company notifies the trustee for the notes that it will not pursue the acquisition, Kimberly-Clark is required to redeem all outstanding notes at a price equal to 101% of their aggregate principal amount, plus accrued and unpaid interest to, but not including, the special mandatory redemption date.

The indenture contains covenants that, among other things, limit the ability of the company and its restricted subsidiaries to issue, assume or guarantee specified secured debt, to enter into sale and leaseback transactions with respect to principal properties, and to consolidate with, merge into, or sell or transfer all or substantially all of its property and assets to another corporation. The indenture also provides for customary events of default.

Bridge Loan Termination and Exchange Offers for Kenvue Notes

The Form 8-K records the final termination of the bridge financing arranged for the acquisition. On November 2, 2025, Kimberly-Clark and JPMorgan Chase Bank, N.A. executed a bridge loan commitment letter under which the bank committed to provide $7.7 billion of bridge financing to fund the cash consideration and pay fees and expenses related to the acquisition. On December 9, 2025, $3.8 billion of those commitments were terminated in connection with the company’s entry into a five-year revolving credit agreement and a delayed draw term loan credit agreement. On October 29, 2026, the remaining $3.9 billion of commitments outstanding were terminated as a result of the company receiving net cash proceeds from the issuance of the notes.

Kimberly-Clark priced the offering on October 19, 2026, when it said it expected the acquisition to be consummated in the fourth quarter of 2026 and stated that the offering was not conditioned on the acquisition’s consummation. “This transaction marks another milestone in the creation of a global consumer health and wellness leader,” Kimberly-Clark Chief Financial Officer Nelson Urdaneta said in the company’s announcement. Urdaneta said the new company offers an opening balance sheet structured for financial flexibility, and that its combination of synergy-driven earnings growth, strong free cash flow and scheduled debt maturities will enable de-leveraging on an accelerated basis to levels consistent with the company’s current credit ratings.

The notes have not been registered under the Securities Act of 1933 and were offered and sold only to persons reasonably believed to be qualified institutional buyers in compliance with Rule 144A and outside the United States to non-U.S. persons in compliance with Regulation S; they are subject to restrictions on transferability and resale. In connection with the completion of the offering, Kimberly-Clark entered into a registration rights agreement dated October 29, 2026 with J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Morgan Stanley (MS ) & Co. LLC, as representatives of the initial purchasers of the notes. Under that agreement, the company agreed to use commercially reasonable efforts to file a registration statement covering a registered offer to exchange the notes for new notes with substantially identical terms, to have the registration statement declared effective and to complete the registered exchange offer within 365 days after the closing of the acquisition, and, under certain circumstances, to file a shelf registration statement covering resales of the notes. The company will be obligated to pay additional interest on the notes if the registered exchange offer is not consummated within that 365-day period, if a required shelf registration statement is not declared effective within the applicable periods, or if such a shelf registration statement ceases to be effective for more than 90 days in any 12-month period.

If the separate exchange offers for Kenvue’s existing senior notes are withdrawn after the acquisition is consummated, or if they are not completed within four business days after their expiration date, the notes will be fully and unconditionally guaranteed by Kenvue, or its successor, on an unsubordinated unsecured basis, according to the 8-K. Kimberly-Clark commenced those exchange offers and related consent solicitations on September 28, 2026, offering up to $7 billion aggregate principal amount of new Kimberly-Clark notes for all outstanding Kenvue senior notes. On October 27, 2026, the company extended the expiration date of the exchange offers to 5:00 p.m. New York City time on November 2, 2026.

As of 5:00 p.m. New York City time on October 27, 2026, validly tendered and not withdrawn principal amounts represented 73.93% of the $1 billion of Kenvue 5.050% senior notes due 2028, 84.65% of the $1 billion of 5.000% senior notes due 2030, 93.69% of the $750 million of 4.850% senior notes due 2032, 92.21% of the $1.25 billion of 4.900% senior notes due 2033, 97.12% of the $750 million of 5.100% senior notes due 2043, 98.54% of the $1.5 billion of 5.050% senior notes due 2053 and 96.84% of the $750 million of 5.200% senior notes due 2063. Kimberly-Clark said requisite consents were received on the October 9, 2026 early participation date and that a supplemental indenture containing the related amendments was executed; the amendments will become operative only upon settlement of the exchange offers, which the company expects to occur promptly after the expiration date. The exchange offers are conditioned upon consummation of the acquisition, a condition the company said may not be waived.