Kimberly-Clark wins consents on all seven Kenvue note series, sweetens late-tender terms

Kimberly-Clark said it received the requisite consents to amend the indenture governing Kenvue Inc.'s outstanding notes, and that it had changed the exchange offer terms so notes tendered after the early deadline also receive the $30 early participation premium, taking consideration to $1,000 per $1,000 of principal. Holders had tendered $6,313,296,000 of the $7,000,000,000 outstanding by the early deadline of October 9, 2026, the company said in its Form 8-K Exhibit 99.1 filed on October 13, 2026.

Kimberly-Clark Corporation reported the outcome of the exchange offers and consent solicitations tied to its pending acquisition of Kenvue Inc., not quarterly results. The current report filed on October 13, 2026 carries Item 8.01, Other Events, and Item 9.01, Financial Statements and Exhibits; in Kimberly-Clark's EDGAR filing list, the most recent current report tagged with items 2.02 and 9.01 is dated August 4, 2026.

Every series clears the consent threshold

Kimberly-Clark said the requisite number of consents had been received for the amendments covering all of Kenvue's outstanding notes, and that Kenvue had executed a supplemental indenture containing them. The amendments stay dormant until the debt exchange settles: "The Amendments will become operative only upon settlement of the Exchange Offers." Approval required consent from holders of at least a majority in principal amount of each series voting as a separate class, the threshold described in the September 28, 2026 launch documents.

Holders had tendered and not withdrawn $6,313,296,000, or 90.19% of the $7,000,000,000 outstanding, by 5:00 p.m. New York time on October 9, 2026, the early participation deadline. Support was heaviest in the 5.050% senior notes due 2053, at 98.37%, and the 5.100% senior notes due 2043, at 97.11%. It was thinnest in the shortest-dated series, the 5.050% senior notes due 2028, at 73.64%.

Notes left out of the exchange will still fall under the amended indenture: the September 28, 2026 launch documents state that any notes of a series not tendered and exchanged will be governed by the indenture as amended. By the early deadline that population amounted to $686,704,000 of principal.

Later tenders pick up the $30 premium

Kimberly-Clark also improved the terms for bondholders who missed the early deadline. The September 28, 2026 launch release offered those holders only the exchange consideration, $970 in new Kimberly-Clark notes for each $1,000 of Kenvue notes. Under the amended terms, they are "now eligible to receive the Exchange Consideration and the Early Participation Premium (but not the Cash Payment)," which takes the principal amount to $1,000 per $1,000, 3.09% more than the launch terms. The $1.00 cash payment per $1,000 remains limited to holders who tendered at or before the early deadline and still hold the notes when the offers expire.

The consents carry wider consequences than the exchange itself. The September 28, 2026 release said the solicitations sought to eliminate substantially all of the restrictive covenants in the Kenvue indenture, certain events of default other than a failure to pay principal, premium or interest, the covenant to file reports with the SEC, and restrictions on Kenvue consolidating or merging with another company or transferring its assets. The October 13 release confirms the outcome without repeating that list.

Settlement waits on the Kenvue acquisition

Nothing in the amended package takes effect until the exchange offers settle, and settlement is conditioned on the acquisition of Kenvue closing, a condition Kimberly-Clark said it cannot waive. The offers expire at 5:00 p.m. New York time on October 27, 2026 unless extended; the release says the expiration date is expected to be extended to about the acquisition's closing date. "Kimberly-Clark does not anticipate the Settlement Date to occur before November 2, 2026." The acquisition is expected to close in the fourth quarter of 2026.

The filing does not quantify what the exchange will cost Kimberly-Clark. Interest on the new notes, the cash absorbed by the $1.00 payment and any fees are absent, and the release shows an expectation of an extended expiration date rather than a formal extension. The new notes are capped at $7,000,000,000, the same principal amount outstanding across the seven Kenvue series; they are issued in minimum denominations of $2,000 and are unregistered, offered to qualified institutional buyers and to non-U.S. persons under Regulation S. The next dated checkpoints are the expiration on October 27, 2026 and the settlement, which Kimberly-Clark does not expect before November 2, 2026.