Kimberly-Clark Corporation (NASDAQ:KMB) announced on October 29, 2026, that it has closed a private offering of senior unsecured notes totaling $4.9 billion in combined aggregate principal, issued across five tranches, in connection with its proposed acquisition of Kenvue Inc.

Key Highlights

  • Total offering size: $4.9 billion in combined aggregate principal amount of senior unsecured notes, issued in five tranches.
  • Tranche breakdown: $750 million at 5.100% due 2028; $1.0 billion at 5.300% due 2029; $1.25 billion at 5.450% due 2031; $750 million at 5.650% due 2034; and $1.15 billion at 5.800% due 2036.
  • Intended use of proceeds: Net proceeds, together with cash on hand and/or commercial paper borrowings, are intended to fund the cash consideration for the proposed Kenvue acquisition and related fees and expenses.
  • Acquisition status: The proposed acquisition of Kenvue Inc. remains subject to the satisfaction of certain customary closing conditions, according to the filing.
  • Restricted securities: The notes were not registered under the Securities Act of 1933 and were offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.
  • CFO statement: Nelson Urdaneta, CFO of Kimberly-Clark, stated the transaction "marks another milestone in the creation of a global consumer health and wellness leader."

Kimberly-Clark's Five-Tranche Note Structure and Kenvue Acquisition Financing

According to the filing, Kimberly-Clark closed its private offering of senior unsecured notes on October 29, 2026, raising $4.9 billion across five tranches. The tranches are structured with staggered maturities and coupon rates ranging from 5.100% on the 2028 notes to 5.800% on the 2036 notes. The company disclosed that the offering was conducted in connection with its previously announced proposed acquisition of Kenvue Inc., which the filing states remains subject to certain customary closing conditions.

The filing states that Kimberly-Clark intends to use the net proceeds from the offering, together with cash on hand and/or borrowings under its commercial paper program, to fund the cash consideration payable in connection with the Kenvue acquisition and to pay related fees and expenses. The company also disclosed that any remaining net proceeds are expected to be used for general corporate purposes.

Regarding the notes' registration status, the filing specifies that they have not been registered under the U.S. Securities Act of 1933 or the securities laws of any state or other jurisdiction, and are subject to restrictions on transferability and resale. The notes were sold exclusively to persons reasonably believed to be "qualified institutional buyers" under Rule 144A and to non-U.S. persons outside the United States under Regulation S. The filing contains forward-looking statements, which the company characterizes as subject to risks and uncertainties as described in its cautionary language and regulatory filings.

What Was Disclosed

Kimberly-Clark disclosed the closing of a $4.9 billion private senior unsecured note offering in five tranches, with proceeds designated primarily to finance the proposed acquisition of Kenvue Inc., which remains pending customary closing conditions as of the filing date.