01—Abstract
Summary
Summary of the 8-K filed October 29, 2026. Cited figures are marked; the original filing is the authoritative source.
On October 29, 2026, Kimberly-Clark Corporation completed a private offering of $4.9 billiona aggregate principal amount of senior unsecured notes in five tranches: $750 million of 5.100% Notes due 2028, $1.0 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 notes rank equally with the company's existing and future unsecured senior indebtedness, including its existing senior notes. The offering was conducted in connection with the company's previously announced proposed acquisition of Kenvue Inc. The company intends to use the net proceeds, together with cash on hand and/or commercial paper borrowings, to fund the cash consideration for the Acquisition and to pay related fees and expenses, with any remaining proceeds for general corporate purposes. The filing describes a special mandatory redemption feature: if the Acquisition has not been consummated within five business days after the later of May 31, 2027 or any later Outside Date agreed by the parties, or if the company notifies the trustee it will not pursue the Acquisition, the company must redeem all notes at 101%b of principal plus accrued and unpaid interest.
Kenvue's existing senior notes are subject to exchange offers commenced September 28, 2026, and the notes will be fully and unconditionally guaranteed by Kenvue under specified circumstances. The company also entered a registration rights agreement requiring commercially reasonable efforts to complete a registered exchange offer within 365 days after the Acquisition closes, with additional interest payable if it fails to do so.
Separately, the remaining $3.9 billionc of commitments under the November 2025 bridge loan Debt Commitment Letter with JPMorgan Chase Bank, N.A. terminated on October 29, 2026, as a result of the net cash proceeds from the notes. Previously, $3.8 billion of those commitments had been terminated on December 9, 2025, in connection with new revolving and delayed draw term loan credit agreements.
02—Key points
Key Highlights
- Kimberly-Clark completed $4.9 billion of senior unsecured notes across five tranches maturing 2028 through 2036, with coupons from 5.100% to 5.800%.
- Proceeds are earmarked to fund the cash consideration for the proposed Kenvue Inc. acquisition, plus fees and expenses, with cash on hand and commercial paper also expected to be used.
- A special mandatory redemption at 101% of principal plus accrued interest is triggered if the Acquisition is not consummated by five business days after the later of May 31, 2027 or any agreed later Outside Date, or if the company abandons the Acquisition.
- Kenvue's existing senior notes are subject to exchange offers commenced September 28, 2026; if certain conditions are met, the new notes will be fully and unconditionally guaranteed by Kenvue.
- The $3.9 billion of remaining bridge loan commitments from JPMorgan Chase Bank, N.A. were terminated on October 29, 2026, following receipt of the note proceeds.
- The notes rank equally with all existing and future unsecured senior indebtedness, including existing senior notes, and the indenture contains limits on secured debt, sale-leasebacks, and mergers or asset sales.
- A registration rights agreement requires commercially reasonable efforts to complete a registered exchange offer within 365 days after the Acquisition closes, with additional interest payable if this is not met.
03—Questions
Frequently Asked Questions
How much debt did Kimberly-Clark issue and what are the terms?
The company sold $4.9 billion aggregate principal amount of senior unsecured notes in a private offering exempt from Securities Act registration. The tranches are $750 million of 5.100% notes due October 29, 2028; $1.0 billion of 5.300% notes due October 29, 2029; $1.25 billion of 5.450% notes due October 29, 2031; $750 million of 5.650% notes due January 29, 2034; and $1.15 billion of 5.800% notes due October 29, 2036. Interest on the 2028, 2029, 2031 and 2036 notes is payable April 29 and October 29, starting April 29, 2027, and interest on the 2034 notes is payable January 29 and July 29, starting January 29, 2027.
What happens to the notes if the Kenvue acquisition does not close?
If the Acquisition has not been consummated within five business days after the later of May 31, 2027 or any later Outside Date agreed by the parties, or if the company notifies the trustee that it will not pursue the Acquisition, the company must redeem all outstanding notes at 101% of aggregate principal amount plus accrued and unpaid interest to the redemption date.
What will the proceeds be used for?
The company intends to use the net proceeds, together with cash on hand and/or borrowings under its commercial paper program, to fund the cash consideration payable for the Kenvue acquisition and to pay related fees and expenses. Any remaining net proceeds are expected to be used for general corporate purposes.
Will the notes be guaranteed by Kenvue?
Under certain conditions, yes. If the Kenvue exchange offers are withdrawn while the Acquisition has been consummated and the notes are outstanding, or if the Acquisition is consummated, the notes are outstanding, and the exchange offers are not completed within four business days after their expiration date (as may be extended), the notes will be fully and unconditionally guaranteed on an unsubordinated, unsecured basis by Kenvue or its successor.
What happened to the bridge financing previously committed for the acquisition?
JPMorgan Chase Bank, N.A. had committed $7.7 billion of bridge financing under a November 2, 2025 commitment letter. On December 9, 2025, $3.8 billion of those commitments were terminated in connection with new revolving and delayed draw term loan credit agreements. On October 29, 2026, the remaining $3.9 billion was terminated as a result of the company receiving net cash proceeds from the notes.
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