Kimberly-Clark 8-K, filed Oct 20, 2026

Summary

Kimberly-Clark priced a private offering of $4.9 billion in senior unsecured notes across five tranches, with closing expected on or about October 29, 2026, and said it intends to use the net proceeds to fund the cash consideration for its proposed acquisition of Kenvue, which it expects to complete in the fourth quarter of 2026 subject to customary closing conditions.

Key points

• The notes are split into five tranches: $750 million of 5.100% notes due 2028, $1 billion of 5.300% notes due 2029, $1.25 billion of 5.450% notes due 2031, $750 million of 5.650% notes due 2034 and $1.15 billion of 5.800% notes due 2036.
• The offering is not conditioned on the completion of the Kenvue acquisition, but Kimberly-Clark must redeem all outstanding notes at 101% of principal plus accrued interest if the acquisition is not consummated by five business days after May 31, 2027 or if the company says it will not pursue the deal.
• Kimberly-Clark launched exchange offers for Kenvue's existing senior notes and consent solicitations on September 28, 2026; the notes will be guaranteed by Kenvue if the exchange offers are withdrawn or not completed within four business days after their expiration.
• The notes were offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and have not been registered under the Securities Act.

Written by an AI model from the filing text. It can be incomplete or wrong; the filing on SEC.gov is the record.