Kimberly-Clark Completes $6.38B Debt Exchange Following Kenvue Acquisition

Executive Summary

On November 4, 2026, Kimberly-Clark Corporation filed a Current Report on Form 8-K announcing the closing of its exchange offers and consent solicitations tied to its acquisition of Kenvue Inc. Following the November 2, 2026 consummation of the merger—where Kenvue Inc. was merged into Kimberly-Clark subsidiary Kenvue LLC—Kimberly-Clark successfully exchanged $6,376,039,000 of Kenvue’s existing senior notes for newly issued Kimberly-Clark senior notes.

Key Transaction Highlights

1. Issuance of New Kimberly-Clark Senior Notes: Under the Twelfth Supplemental Indenture dated November 4, 2026, Kimberly-Clark issued $6.376 billion aggregate principal amount of unsecured senior notes across seven maturities:

   • 5.050% Notes due 2028: $739,347,000
   • 5.000% Notes due 2030: $846,989,000
   • 4.850% Notes due 2032: $702,706,000
   • 4.900% Notes due 2033: $1,152,617,000
   • 5.100% Notes due 2043: $728,377,000
   • 5.050% Notes due 2053: $1,478,073,000
   • 5.200% Notes due 2063: $727,930,000

2. Kenvue Indenture Amendments & Residual Notes:

   • Kenvue Inc. had originally issued $7.0 billion across these seven tranches.
   • Holders tendered and Kimberly-Clark accepted and canceled approximately 91.1% ($6,376,039,000) of the total outstanding notes.
   • The remaining $623,961,000 unexchanged balance remains an obligation of Kenvue LLC.
   • Pursuant to the Third Supplemental Indenture, substantially all restrictive covenants, SEC reporting obligations, and non-payment events of default in the Kenvue indenture have been eliminated.

3. Registration Rights Agreement:

   • Concurrently entered into with J.P. Morgan Securities LLC, Citigroup Global Markets Inc., and Morgan Stanley & Co. LLC.
   • Kimberly-Clark is committed to filing and consummating a registered exchange offer for freely tradeable notes within 365 days of settlement, subject to standard additional interest penalties if milestones are not met.

Strategic & Capital Structure Implications

• Consolidation of Debt Structure: Replacing subsidiary-level debt with parent-level obligations aligns the capital structure post-merger, eliminates structural subordination for noteholders, and streamlines financial reporting.
• Covenant Flexibility: Stripping covenants from the legacy Kenvue notes provides Kimberly-Clark operational flexibility regarding internal reorganizations, asset transfers, and subsidiary management.