01—Abstract
Summary
Summary of the 8-K filed October 13, 2026. Cited figures are marked; the original filing is the authoritative source.
Kimberly-Clark Corporation (NASDAQ: KMB) reported in this Form 8-K, filed October 13, 2026, the early tender results of its exchange offers and consent solicitations for notes issued by Kenvue Inc. (NYSE: KVUE), in connection with its pending acquisition of Kenvue.
As of 5:00 p.m. New York City time on October 9, 2026 (the Early Participation Date), the requisite number of consents had been received to adopt proposed amendments to the Kenvue indenture for all outstanding series of Kenvue Notes. Kenvue has executed a supplemental indenture implementing the amendments, which become operative only upon settlement of the exchange offers.
The amendments would eliminate substantially all restrictive covenants, eliminate certain Event of Default triggers (other than payment failures), eliminate the SEC reporting covenant, and remove certain restrictions on consolidation, merger, or asset conveyance for Kenvue. The exchange offers cover up to $7.0 billiona aggregate principal amount of new Kimberly-Clark notes plus cash, and are conditioned on consummation of the Acquisition, a condition that Kimberly-Clark may not waive. The consideration for holders who tendered by the Early Participation Date is $970 of new Kimberly-Clark notes, a $30 early participation premium in principal amount, and a $1.00 cash payment per $1,000 of Kenvue Notes, provided the holder still beneficially owns the notes at the Expiration Date.
Holders who tender after the Early Participation Date through the Expiration Date will receive the exchange consideration and early participation premium but not the cash payment. The offers expire at 5:00 p.m. New York City time on October 27, 2026, unless extended, and settlement is not expected before November 2, 2026, with the Expiration Date expected to be extended to around the Acquisition closing.
The Acquisition is expected to close in the fourth quarter of calendar year 2026, subject to customary closing conditions. The new Kimberly-Clark notes have not been registered under the Securities Act and are offered only to qualified institutional buyers and certain non-U.S. persons. The filing states that no party makes any recommendation to holders on whether to tender or consent.
02—Key points
Key Highlights
- Requisite consents were received as of the October 9, 2026 Early Participation Date to adopt the amendments to the Kenvue indenture for all outstanding Kenvue Notes series.
- Proposed amendments would remove substantially all restrictive covenants, certain Event of Default triggers other than payment failures, the SEC reporting covenant, and certain merger and asset-transfer restrictions on Kenvue.
- Exchange offers cover up to $7.0 billion aggregate principal amount of new Kimberly-Clark notes plus cash.
- Early tenderers receive $970 of new Kimberly-Clark notes, a $30 early participation premium, and a $1.00 cash payment per $1,000 principal amount of Kenvue Notes.
- Holders tendering after the Early Participation Date receive the exchange consideration and premium but not the $1.00 cash payment.
- Offers expire at 5:00 p.m. New York City time on October 27, 2026, unless extended; settlement is not expected before November 2, 2026.
- Offers are conditioned on the Acquisition closing, which is expected in Q4 2026 and which Kimberly-Clark cannot waive.
03—Questions
Frequently Asked Questions
What did holders of Kenvue Notes receive for early tenders?
For each $1,000 principal amount validly tendered and not withdrawn by the Early Participation Date and accepted, holders are eligible to receive $970 principal amount of Kimberly-Clark Notes, a $30 early participation premium payable in Kimberly-Clark Notes, and a $1.00 cash payment, provided they beneficially own the Kenvue Notes at the Expiration Date.
What happens if holders tender after the Early Participation Date?
Holders who validly tender after the Early Participation Date and at or before the Expiration Date will receive the exchange consideration and the early participation premium, but not the $1.00 cash payment.
When will the exchange offers settle and expire?
The offers expire at 5:00 p.m. New York City time on October 27, 2026, unless extended. Settlement is expected promptly after the Expiration Date, which is expected to be extended to around the Acquisition closing, and is not anticipated before November 2, 2026.
When do the proposed Kenvue indenture amendments take effect?
Kenvue has executed a supplemental indenture implementing the amendments, but they become operative only upon settlement of the exchange offers.
What conditions apply to the exchange offers?
The offers are conditioned upon consummation of Kimberly-Clark's pending acquisition of Kenvue, a condition that cannot be waived by Kimberly-Clark, along with certain other conditions that may be waived. The Acquisition is expected to close in the fourth quarter of 2026.
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