Kimberly-Clark has priced a $4.9 billion private offering of senior unsecured notes as the consumer products company prepares to finance the cash portion of its planned acquisition of Kenvue.
The financing consists of five tranches. Kimberly-Clark plans to issue $750 million of 5.100% notes due in 2028, $1 billion of 5.300% notes due in 2029, $1.25 billion of 5.450% notes due in 2031, $750 million of 5.650% notes due in 2034, and $1.15 billion of 5.800% notes due in 2036.
The company expects the notes offering to close on October 29, 2026, subject to customary closing conditions.
Kimberly-Clark intends to use the proceeds, together with cash on hand and potentially borrowings under its commercial paper program, to fund the cash consideration associated with its proposed acquisition of Kenvue and pay related fees and expenses. Any remaining proceeds are expected to be used for general corporate purposes.
The Kenvue acquisition is currently expected to close in the fourth quarter of 2026, subject to customary conditions. The notes offering itself is not conditioned on completion of the acquisition.
The financing includes a special mandatory redemption provision. If the Kenvue transaction has not closed by the specified outside-date framework described in the offering or Kimberly-Clark determines it will no longer pursue the acquisition, the company would be required to redeem the outstanding notes at 101% of their aggregate principal amount plus accrued and unpaid interest.
Kimberly-Clark separately launched exchange offers in September covering Kenvue’s outstanding senior notes, along with related consent solicitations. Under specified circumstances following completion of the acquisition, Kenvue or its successor could provide full and unconditional guarantees for the new Kimberly-Clark notes.
