Kimberly-Clark announced the commencement of exchange offers and consent solicitations for all outstanding notes issued by Kenvue Inc. in connection with the pending merger of the two companies. The offer allows Kenvue noteholders to exchange their debt for up to $7.0 billion in aggregate principal amount of new notes to be issued by Kimberly-Clark, plus a cash component.
Key Details
- Offer Terms: The exchange offer is for any and all outstanding Kenvue Notes. The total consideration for notes tendered by the early deadline includes $1,000 in principal of new Kimberly-Clark notes and a $1.00 cash payment for each $1,000 principal of Kenvue notes.
- Consent Solicitation: Concurrently, Kimberly-Clark is soliciting consents to amend the indenture for the Kenvue Notes. The amendments would eliminate most restrictive covenants and certain default provisions for any notes that are not exchanged.
- Merger Condition: The completion of the exchange offers is conditioned on the consummation of the merger with Kenvue, which is expected to close in the fourth quarter of 2026.
- Timeline: The offers are scheduled to expire at 5:00 p.m., New York City time, on October 27, 2026. The early participation deadline, which provides an additional premium, is October 9, 2026.