Kimberly-Clark Issues $4.9B in Senior Notes to Fund Kenvue Acquisition

Executive Summary

On October 29, 2026, Kimberly-Clark Corporation ($KMB) completed a private placement of $4.9 billion aggregate principal amount of senior unsecured notes across five tranches. The proceeds are earmarked to fund the cash consideration and expenses related to its pending acquisition of Kenvue Inc. ($KVUE).

Offering Structure & Tranche Details

• 2028 Notes: $750,000,000 aggregate principal at 5.100%, maturing October 29, 2028.
• 2029 Notes: $1,000,000,000 aggregate principal at 5.300%, maturing October 29, 2029.
• 2031 Notes: $1,250,000,000 aggregate principal at 5.450%, maturing October 29, 2031.
• 2034 Notes: $750,000,000 aggregate principal at 5.650%, maturing January 29, 2034.
• 2036 Notes: $1,150,000,000 aggregate principal at 5.800%, maturing October 29, 2036.

Key Terms & Contingencies

• Special Mandatory Redemption: If the acquisition is not consummated prior to five business days following May 31, 2027 (or the agreed Outside Date) or is abandoned, the notes must be redeemed at 101% of principal plus accrued interest.
• Kenvue Guarantees: Contingent guarantees will be provided by Kenvue on an unsubordinated unsecured basis if certain exchange offers for Kenvue notes are not completed.
• Bridge Facility Termination: Concurrently with receipt of proceeds, Kimberly-Clark terminated the remaining $3.9 billion under its initial $7.7 billion bridge loan commitment letter with JPMorgan Chase Bank, N.A.