Kimberly-Clark to Complete Kenvue Acquisition in Fourth Quarter

The Tip Desk · October 26, 2026 · 2 min read

Kimberly-Clark offered to exchange any and all Kenvue notes for up to $7 billion of new Kimberly-Clark notes plus cash, with indenture amendments set to take effect upon settlement of those offers.

Kimberly-Clark Corporation (KMB) said the acquisition of Kenvue Inc. (KVUE) is expected to be consummated in the fourth quarter of 2026, subject to customary closing conditions.

The personal-care and health-products company had already announced offers to exchange any and all of Kenvue’s existing senior notes for up to $7.000 billion aggregate principal amount of new Kimberly-Clark notes and cash. On October 9, 2026, Kenvue entered a Third Supplemental Indenture to the March 2023 base indenture with Deutsche Bank Trust Company Americas, as trustee, to effect amendments tied to those exchange offers and consent solicitations.

The amendments eliminate substantially all restrictive covenants in the indenture for each series of existing Kenvue notes, drop certain events of default other than failure to pay principal, premium or interest, remove the SEC reporting covenant, and lift restrictions on consolidating with or merging into another person or conveying assets. The indenture covered 5.050% notes due 2028, 5.000% notes due 2030, 4.900% notes due 2033, 5.100% notes due 2043, 5.050% notes due 2053, 5.200% notes due 2063, and 4.850% notes due 2032.

The amendments become operative only upon settlement of the exchange offer and consent solicitation for each series, which Kenvue said is expected promptly after the exchange offers expire. The expiration date is expected on or about the closing of Kimberly-Clark’s acquisition of Kenvue. On that settlement date, the amendments take effect automatically without further action by the company, the trustee, Kimberly-Clark, or noteholders.

Kenvue’s Chief Executive Officer Kirk Perry said in August that the company remained focused on completing its “value-creating combination with Kimberly-Clark in the fourth quarter of this year.” Second-quarter net sales rose 3.0% and organic sales rose 1.6%, the third consecutive quarter of net and organic growth. Diluted earnings were $0.24 a share. Because of the pending transaction, Kenvue said it would not provide forward-looking guidance.

The Kimberly-Clark notes may not be offered or sold in the United States absent registration or an applicable exemption, Kenvue said. Closing remains subject to customary conditions, including risks around consummation of the acquisition.