Kimberly-Clark has launched an exchange offer for up to $7 billion of Kenvue debt as it continues preparations for its proposed acquisition of the consumer-health company.

Under the offer announced September 28, holders of seven outstanding Kenvue senior-note series will be invited to exchange their notes for new unsecured senior notes issued by Kimberly-Clark, together with a cash payment. The notes covered by the offer have maturities ranging from 2028 to 2063 and total $7 billion in principal outstanding.

For each $1,000 principal amount of Kenvue notes validly tendered by the early-participation deadline, holders will receive $970 in principal amount of corresponding Kimberly-Clark notes, a $30 early-participation premium in Kimberly-Clark notes and $1 in cash. The new Kimberly-Clark notes will carry the same interest rate and maturity as the corresponding Kenvue notes.

The exchange offer is conditional on completion of Kimberly-Clark's acquisition of Kenvue, which the company expects to close in the fourth quarter of 2026, subject to remaining closing conditions.

Consent solicitation

Alongside the exchange offers, Kimberly-Clark is seeking bondholder consent to amend the indenture governing the Kenvue notes. The proposed amendments would eliminate substantially all restrictive covenants, remove certain events of default other than failures to pay principal, premium or interest, eliminate Kenvue's SEC reporting covenant and remove certain restrictions relating to mergers, consolidations and transfers of assets.

The early-participation and withdrawal deadline is October 9, 2026, while the exchange offers are scheduled to expire on October 27, unless extended or terminated.

EU regulatory review remains outstanding

The debt transaction comes as Kimberly-Clark continues to seek regulatory clearance for the Kenvue acquisition in Europe.

Kimberly-Clark has submitted proposed remedies to address the European Commission's competition concerns. The Commission has extended its preliminary review deadline to October 13, 2026, from September 29, allowing additional time to assess the proposed commitments.

The Commission is expected to seek feedback from competitors and customers before deciding whether to accept the remedies, request further concessions or open a more extensive investigation. The case remains listed as an ongoing Phase I investigation.

The debt exchange does not constitute regulatory approval of the acquisition, but the transaction is conditional on the completion of the deal.