Kimberly-Clark Launches Exchange Offers for Kenvue Notes

DALLAS, Sept. 28, 2026 /CourierPR/ -- Kimberly-Clark Corporation, a global leader in consumer goods with a presence in more than 175 countries and territories and a share position in approximately 70 countries, announced the commencement of exchange offers and consent solicitations for Kenvue Inc. The move is part of Kimberly-Clark’s pending acquisition of Kenvue, a company that operates in the consumer goods and retail sector.

Under the terms of the exchange offers, Kimberly-Clark will offer up to $7,000,000,000 aggregate principal amount of new notes, to be issued by Kimberly-Clark, in exchange for any and all outstanding notes issued by Kenvue. The exchange offers are being made pursuant to the confidential offering memorandum and consent solicitation statement dated September 28, 2026, and are conditioned upon the consummation of the acquisition, which is expected to take place in the fourth quarter of 2026, subject to the satisfaction of certain customary closing conditions.

The exchange offers will expire at 5:00 p.m., New York City time, on October 27, 2026, unless extended or terminated. For each $1,000 principal amount of Kenvue Notes validly tendered (and not validly withdrawn before the Early Participation Date) and accepted by Kimberly-Clark, participating holders of such Kenvue Notes will be eligible to receive $970 in principal amount of Kimberly-Clark Notes, an early participation premium, payable in principal amount of Kimberly-Clark Notes, of $30, and $1.00 in cash. Tenders of Kenvue Notes may not be withdrawn after 5:00 p.m., New York City time, on October 9, 2026, except in the limited circumstances where additional withdrawal rights are required by law.

The consent solicitations are being made concurrently with the exchange offers. Kimberly-Clark (on behalf of Kenvue) is soliciting consents from eligible holders to adopt certain proposed amendments to the indenture governing the Kenvue Notes. The proposed amendments include the elimination of substantially all of the restrictive covenants in the Kenvue Indenture, the elimination of certain events that may lead to an "Event of Default" in the Kenvue Indenture (other than for the failure to pay principal, premium, or interest), the elimination of the SEC reporting covenant in the Kenvue Indenture, and the elimination of certain restrictions on Kenvue in the Kenvue Indenture from consolidating with or merging into any other person or conveying, transferring, or leasing all or any of its properties and assets to any person. The proposed amendments require the consent of the holders of at least a majority in principal amount of the Kenvue Notes then outstanding under the Kenvue Indenture, each voting as a separate class.

The Kimberly-Clark Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes will have the same interest rate, interest payment dates, maturity date, and optional redemption prices as the corresponding series of Kenvue Notes. No accrued and unpaid interest is payable upon acceptance of any Kenvue Notes for exchange in the exchange offers and consent solicitations. However, the first interest payment on any Kimberly-Clark Notes will include the accrued and unpaid interest on the Kenvue Notes tendered in exchange therefor, provided that the amount of accrued and unpaid interest shall only be equal to the accrued and unpaid interest on the principal amount of Kenvue Notes equal to the aggregate principal amount of Kimberly-Clark Notes an eligible holder receives.

The Kimberly-Clark Notes have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or securities laws of any state or any other jurisdiction. Unless registered, the Kimberly-Clark Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The exchange offers and consent solicitations will only be made, and the Kimberly-Clark Notes are only being offered and will only be issued, to persons reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) in compliance with Rule 144A under the Securities Act and outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act, and (if a resident in a member state of the European Economic Area) such person is not a "EEA retail investor" or (if a resident in the United Kingdom) such person is not a "UK retail investor" (as defined in the confidential offering memorandum and consent solicitation statement) or (if resident in Canada) it is a "non-U.S. Canadian qualified offeree" (such persons, "Eligible Holders").