Form 8-K · Current report
Kimberly-Clark 8-K, filed Sep 28, 2026
- Filed
- CIK
- 0000055785
- Accession no.
- 0001104659-26-111354
Summary
Kimberly-Clark commenced exchange offers for any and all outstanding Kenvue notes, offering up to $7.0 billion aggregate principal amount of new Kimberly-Clark notes and cash, and is concurrently soliciting consents to amend the indenture governing the Kenvue notes. The offers are conditioned on the consummation of Kimberly-Clark's previously announced acquisition of Kenvue, which is expected to close in the fourth quarter of calendar 2026.
Key points
- Kimberly-Clark announced the exchange offers and consent solicitations on September 28, 2026, in connection with its pending acquisition of Kenvue.
- The consent solicitations seek amendments to the Kenvue indenture that would eliminate substantially all restrictive covenants, most events of default, the SEC reporting covenant, and certain merger and asset-transfer restrictions.
- The exchange offers are made under a confidential offering memorandum dated September 28, 2026 in a private offering exempt from registration under the Securities Act of 1933.
- The 8-K includes Kenvue's audited and unaudited financial statements, Kimberly-Clark's unaudited pro forma combined financial information, and PricewaterhouseCoopers LLP's consent.
Written by an AI model from the filing text. It can be incomplete or wrong; the filing on SEC.gov is the record.
Items reported
- 8.01Other Events
- 9.01Financial Statements and Exhibits
From the filing
Item 8.01 Other Events. Exchange Offers and Consent Solicitations As previously announced, on November 2, 2025, Kimberly-Clark Corporation, a Delaware corporation (“Kimberly-Clark”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Kenvue Inc., a Delaware corporation (“Kenvue”), Vesta Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Kimberly-Clark (“First Merger Sub”), and Vesta Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Kimberly-Clark (“Second Merger Sub”). …
An excerpt of the text as filed with the SEC, cut for length.
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