#United States #Dallas #Exchange Offers #Kimberly-Clark #Kenvue Notes

Kimberly-Clark Announces Exchange Offers for Kenvue Notes

Dallas, TX – September 28, 2026 – Kimberly-Clark Corporation (NASDAQ: KMB) has just revealed the commencement of exchange offers and consent solicitations as they enhance their strategic direction with the acquisition of Kenvue Inc. (NYSE: KVUE). This initiative focuses on outstanding Kenvue Notes, amounting to a total of $7 billion in principal value, which will be exchanged for new Kimberly-Clark Notes and also includes cash payments.

In the structured table of offerings, each series of Kenvue Notes will offer certain financial specifics including exchange considerations, early participation premiums, and cash payments. For instance, Kenvue’s 5.050% Senior Notes due in 2028 will provide holders with a $970 exchange consideration for every $1,000 principal amount, in addition to a $30 early participation premium plus $1.00 cash.

Key Points of the Exchange Offers

The Exchange Offers will continue through to 5:00 PM New York City time on October 27, 2026, unless extended. Concomitantly, Kimberly-Clark is soliciting consents to adopt proposed amendments that would significantly reduce the restrictive covenants present in the current Kenvue Indenture.

Amendments Include:

1. Elimination of restrictive covenants: This means holders will enjoy greater flexibility in the management of Kenvue’s assets.
2. Removal of certain events leading to defaults: This amendment clears pending uncertainties for stakeholders.
3. Termination of certain SEC reporting requirements: Lessening the administrative burden on Kenvue.
4. Freedom regarding consolidation and mergers: Enhancing Kenvue's strategic positioning without major obstacles.

Conditions for Participation

To qualify for participation and potentially receive early payment incentives, holders must validly tender their Kenvue Notes by the early participation deadline of October 9, 2026. The cash payments along with early participation bonuses will be processed on the settlement date following the expiration of the offers.

Eligible holders should be aware that consents may not be revoked after the withdrawal deadline, which imposes a layered decision-making process as these financial yields develop.

Kenvue's outstanding notes are set to transition into Kimberly-Clark Notes, which will carry similar terms to their counterparts while improving Kimberly-Clark's overall financial structure and stock stability. This transition demonstrates Kimberly-Clark's commitment to fostering a better financial environment for its bondholders.

Broader Implications for the Market

Kimberly-Clark's move to acquire Kenvue aligns with their long-term strategic objectives, with the completion of this acquisition expected by Q4 2026. This acquisition is not just pivotal for Kimberly-Clark but for the broader market, indicating a trend toward consolidation in consumer goods and the potential for enhanced competitive positioning. Investors looking for stability and growth within their portfolios are likely to view this acquisition and exchange offers favorably.

Contact and Further Information

For holders interested in participating, they are encouraged to engage with D.F. King & Co., Inc., the information agent for this exchange, for detailed guidance and to secure necessary documents to facilitate their participation.

The exchange offers and consent solicitations come with risks and uncertainties, highlighting the dynamic nature of the market and the ever-evolving landscape of corporate acquisitions. Thus, stakeholders should remain vigilant and informed to navigate through these developments effectively.