Kimberly-Clark 8-K, filed Oct 29, 2026

Summary

Kimberly-Clark completed the sale of $4.9 billion in senior unsecured notes across five tranches maturing 2028 through 2036, with coupons from 5.100% to 5.800%, in a private offering exempt from registration. The company intends to use the net proceeds, along with cash and commercial paper borrowings, to fund the cash consideration for its proposed acquisition of Kenvue Inc., and the notes are subject to a special mandatory redemption at 101% of principal if the acquisition is not completed by the outside date.

Key points

• The offering comprised $750 million of 5.100% notes due 2028, $1.0 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.
• Kimberly-Clark and J.P. Morgan Securities, Citigroup Global Markets and Morgan Stanley, as representatives of the initial purchasers, entered a registration rights agreement covering an exchange offer and possible shelf registration.
• The remaining $3.9 billion of commitments under a November 2025 bridge loan facility from JPMorgan Chase Bank were terminated after the notes proceeds were received.
• The notes would be fully and unconditionally guaranteed by Kenvue if the exchange offers for Kenvue's existing senior notes are withdrawn or not completed within four business days of expiration, and the acquisition closes.

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