Kimberly-Clark Corporation filed an 8-K on November 3, 2026, announcing the final results of its exchange offers for Kenvue LLC notes, with settlement expected on November 4, 2026.

Key Highlights

  • Total cap: The exchange offers covered up to $7,000,000,000 aggregate principal amount of new Kimberly-Clark notes.
  • Highest participation: The 5.050% Senior Notes due 2053 saw 98.54% of their $1,500,000,000 outstanding principal tendered, the highest rate among the seven series.
  • Lowest participation: The 5.050% Senior Notes due 2028 recorded the lowest tender rate at 73.93% of $1,000,000,000 outstanding principal.
  • Early participation terms: Holders who tendered by October 9, 2026 were eligible to receive $970 in principal amount of Kimberly-Clark Notes plus a $30 premium and $1.00 in cash per $1,000 principal amount tendered.
  • Consent milestone: Requisite consents to adopt amendments to the Kenvue Indenture were received by the Early Participation Date of October 9, 2026, and a supplemental indenture was executed.
  • Settlement date: Settlement of the exchange offers is expected to occur on November 4, 2026, at which point the amendments become operative.
  • Note status: The new Kimberly-Clark Notes are general, unsecured senior obligations and have not been registered under the Securities Act of 1933.

Final Tender Results Across Seven Kenvue Note Series

According to the filing, Kimberly-Clark (NASDAQ:KMB) announced the final results of its exchange offers for all outstanding notes issued by Kenvue LLC, covering seven series with a combined outstanding principal of $7,000,000,000. The exchange offers and consent solicitations expired at 5:00 p.m. New York City time on November 2, 2026, the stated Expiration Date. The offers were made pursuant to a confidential offering memorandum and consent solicitation statement dated September 28, 2026.

The filing provided the following tender amounts as of the Expiration Date: $739,347,000 (73.93%) of the 5.050% Senior Notes due 2028; $846,989,000 (84.70%) of the 5.000% Senior Notes due 2030; $702,706,000 (93.69%) of the 4.850% Senior Notes due 2032; $1,152,617,000 (92.21%) of the 4.900% Senior Notes due 2033; $728,377,000 (97.12%) of the 5.100% Senior Notes due 2043; $1,478,073,000 (98.54%) of the 5.050% Senior Notes due 2053; and $727,930,000 (97.06%) of the 5.200% Senior Notes due 2063. Each series had an original outstanding principal of $1,000,000,000, $1,000,000,000, $750,000,000, $1,250,000,000, $750,000,000, $1,500,000,000, and $750,000,000, respectively, as stated in the filing.

The filing noted that each series of Kimberly-Clark Notes will carry the same interest rate, interest payment dates, maturity date, and optional redemption prices as the corresponding Kenvue series. Kimberly-Clark stated the new notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The filing also stated that the new notes were offered only to persons reasonably believed to be "qualified institutional buyers" as defined in Rule 144A under the Securities Act, and to non-U.S. persons outside the United States in compliance with Regulation S. The expected timing of settlement is the company's own forward-looking statement and is subject to its cautionary language.

What Was Disclosed

Kimberly-Clark disclosed the final tender results across seven series of Kenvue LLC notes, exchange consideration terms, the execution of a supplemental indenture following receipt of requisite consents, and the expected November 4, 2026 settlement date.