Kimberly-Clark Announces Early Tender Results for $7.0B Kenvue Notes Exchange Offers

Event Overview

On October 13, 2026, Kimberly-Clark Corporation filed a Current Report on Form 8-K under Item 8.01 (Other Events) disclosing the early tender results for its previously announced debt exchange offers and consent solicitations:

• Exchange Scope: Offers to exchange any and all outstanding notes issued by Kenvue Inc. across seven series for up to $7.0 billion aggregate principal amount of new Kimberly-Clark senior notes and cash.
• Consent Threshold Reached: As of the Early Participation Date (October 9, 2026, at 5:00 p.m. NYC time), Kimberly-Clark received the requisite consents across all outstanding series of Kenvue Notes to adopt proposed indenture amendments.
• Supplemental Indenture: Kenvue executed a supplemental indenture eliminating substantially all restrictive covenants, SEC reporting requirements, and certain merger restrictions, which will become operative upon settlement.
• Terms Amendment: Kimberly-Clark amended consideration terms for eligible holders who tender after the Early Participation Date and prior to expiration, enabling them to receive both the Exchange Consideration and the Early Participation Premium (excluding the cash payment).

Strategic and Financial Context

• Transaction Tie-in: The exchange offers are directly conditioned on the consummation of Kimberly-Clark's pending acquisition of Kenvue, anticipated to close in the fourth quarter of 2026.
• Settlement Timeline: Settlement is anticipated to occur on or about the closing date of the acquisition, and Kimberly-Clark noted it does not expect settlement prior to November 2, 2026.
• Participation Rates: Participation across note tranches ranged from 73.64% to 98.37%, indicating strong institutional creditor support for the debt consolidation under Kimberly-Clark.