Kimberly-Clark has completed a $4.9 billion bond offering to help finance its proposed acquisition of Kenvue. The borrowing is split across five senior unsecured notes with maturities from 2028 to 2036; the company also plans to use cash on hand or commercial-paper borrowings for the acquisition and related costs.
- Five bond tranches: Kimberly-Clark issued $750 million of 5.10% notes due in 2028, $1 billion of 5.30% notes due in 2029, $1.25 billion of 5.45% notes due in 2031, $750 million of 5.65% notes due in 2034, and $1.15 billion of 5.80% notes due in 2036.
- Interest payments: Interest on the 2028, 2029, 2031 and 2036 notes is payable twice a year, beginning April 29, 2027. The 2034 notes begin paying interest on January 29, 2027, also twice a year.
- Use of proceeds: The net proceeds, together with cash and/or commercial-paper borrowings, are intended to fund the cash portion of the Kenvue acquisition and related fees and expenses. Any remaining proceeds are intended for general corporate purposes.
- Repayment priority: The notes are unsecured senior obligations and rank equally with Kimberly-Clark’s existing and future unsecured senior debt.
- Protection if the acquisition does not proceed: If the acquisition is not completed by five business days after the later of May 31, 2027, or a subsequently agreed outside date—or if Kimberly-Clark says it will not pursue the deal—the company must redeem all outstanding notes for 101% of principal, plus accrued interest.
- Potential Kenvue backing: If the acquisition closes but Kenvue’s existing-note exchange offers are withdrawn or are not completed within four business days after their expiration, the notes are to receive an unsecured, unsubordinated guarantee from Kenvue or its successor.
- Other terms: Kimberly-Clark may redeem the notes early under the terms of the indenture. The indenture also limits certain secured borrowing, sale-and-leaseback transactions involving principal properties, and transfers of substantially all of the company’s assets.
The offering adds $4.9 billion of long-term debt to Kimberly-Clark’s capital structure, with repayment spread across five dates. Its special redemption provision ties the bonds directly to the acquisition: if the deal is abandoned or misses the specified deadline, noteholders are entitled to a premium repayment.