Form 8-K · Current report
Kimberly-Clark 8-K, filed Oct 13, 2026
- Filed
- CIK
- 0000055785
- Accession no.
- 0001104659-26-115239
Summary
Kimberly-Clark announced that the requisite consents were received to adopt amendments to the indenture governing Kenvue's outstanding notes and that Kenvue executed a supplemental indenture implementing them, as part of Kimberly-Clark's exchange offers for up to $7.0 billion of new Kimberly-Clark notes and cash tied to its pending acquisition of Kenvue. The amendments become operative only upon settlement of the exchange offers, which is expected around the closing of the acquisition and not before November 2, 2026.
Key points
- Kimberly-Clark's exchange offers cover any and all outstanding Kenvue notes in exchange for up to $7.0 billion aggregate principal amount of new Kimberly-Clark notes and cash.
- The amendments would eliminate substantially all restrictive covenants, certain event-of-default provisions, the SEC reporting covenant, and certain merger restrictions in the Kenvue indenture.
- The exchange offers and consent solicitations expire at 5:00 p.m. New York City time on October 27, 2026, unless extended, and are conditioned on consummation of the acquisition.
- Kimberly-Clark does not anticipate the settlement date to occur before November 2, 2026; the acquisition is expected to close in the fourth quarter of 2026.
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 On October 13, 2026, Kimberly-Clark Corporation, a Delaware corporation (“Kimberly-Clark”), announced the early tender results of its previously announced (i) offers to exchange (each, an “Exchange Offer” and, collectively, the “Exchange Offers”) any and all outstanding notes (the “Kenvue Notes”) issued by Kenvue Inc., a Delaware corporation (“Kenvue”), for up to $7.0 billion aggregate principal amount of new notes issued by Kimberly-Clark and cash and (ii) related solicitations of consents (each, a “Consent Solicitation” and, collectively, the “Consent Solicitations”) with respect to each series of Kenvue Notes to adopt…
An excerpt of the text as filed with the SEC, cut for length.
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