Kimberly-Clark launches USD 7B debt exchange for Kenvue acquisition
The move is designed to align the two companies’ financing structures ahead of the expected fourth-quarter 2026 closing of the roughly USD 48.7 billion deal.
USA – Kimberly-Clark has taken another key step toward completing its planned acquisition of Kenvue by launching exchange offers for up to USD 7 billion of Kenvue’s outstanding notes, alongside consent solicitations to amend existing debt contracts.
On September 28, 2026, Kimberly-Clark announced that it is offering holders of any and all outstanding Kenvue senior notes the chance to exchange them for new Kimberly-Clark senior unsecured notes and cash, covering seven series of Kenvue notes with maturities ranging from 2028 to 2063.
Under the terms, for each USD 1,000 principal amount of Kenvue notes tendered by the early-participation deadline of October 9, 2026, eligible holders will receive USD 970 in principal amount of corresponding Kimberly-Clark notes, a USD 30 early-participation premium in additional Kimberly-Clark notes, and USD 1 in cash.
Meanwhile, tenders submitted after the early deadline but before the October 27 expiration may receive USD 970 in new notes per USD 1,000 accepted, without the premium or cash payment.
The new Kimberly-Clark notes will carry the same interest rate, payment dates, maturity, and optional redemption terms as the corresponding Kenvue notes.
In parallel, Kimberly-Clark is soliciting consents from “eligible holders” to adopt proposed amendments to Kenvue’s existing indentures and related contracts, aiming to simplify Kenvue’s debt structure, manage existing obligations, and align borrowing arrangements under Kimberly-Clark’s fiscal framework to create a more unified financing structure for the combined company.
The exchange offers and consent solicitations are conditional on the successful completion of the Kenvue acquisition, which Kimberly-Clark expects to close in Q4 2026, subject to regulatory approvals and other customary closing conditions.
The transaction, first announced in November 2025, is valued at approximately US$48.7 billion and will be executed as a cash-and-stock deal in which Kimberly-Clark acquires all outstanding shares of Kenvue common stock.
The merger is set to combine iconic brands such as Huggies and Kleenex from Kimberly-Clark with Band-Aid and Tylenol from Kenvue, creating a portfolio that includes around 10 billion-dollar brands and an estimated net revenue of roughly USD 32 billion in 2025.
Kimberly-Clark’s largest shareholders are institutional asset managers, including BlackRock, Vanguard, and State Street, and the debt exchange is a preparatory financial step that supports the overall financing plan for the merger without itself constituting regulatory approval.
In a separate but related development, Kimberly-Clark has offered concessions to address European Union antitrust concerns over the Kenvue deal, according to Reuters and a European Commission filing.
The European Commission, the EU’s competition enforcer, is assessing whether the transaction could reduce competition in certain consumer health and personal care categories and has extended its decision deadline from September 29 to October 13, 2026.
While the Commission has not disclosed details of the proposed remedies under its policy, it is expected to seek feedback from competitors and customers before deciding whether to accept the concessions, request additional remedies, or open a full-scale, four-month in-depth investigation.
Although the exact terms of the EU concessions are not public, Kimberly-Clark has already moved to divest certain brands, primarily in menstrual care, to secure regulatory approval in other jurisdictions, as regulators in several markets have focused on the overlap between Kimberly-Clark’s Kotex and Kenvue’s Carefree, Stayfree, Sempre Livre, and OB brands.
In Australia, the competition regulator granted conditional approval requiring Kimberly-Clark to divest Kenvue’s Carefree and Stayfree brands, where the two companies are among the three major period-care suppliers.
In Brazil, Essity agreed last month to acquire Kenvue’s feminine care business, including Carefree, Sempre Livre, and OB, for USD 284 million on a cash- and debt-free basis, with the deal expected to close in the second quarter of 2027.
Kimberly-Clark also secured conditional approval for the Kenvue merger in South Africa last month.
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