Kimberly-Clark launches exchange offer for up to $7.0 billion in Kenvue notes

The offer, tied to Kimberly-Clark's pending acquisition of Kenvue, expires October 27 unless the merger closes first

Kimberly-Clark has started an exchange offer and consent solicitation for all outstanding notes issued by Kenvue, covering up to $7.0 billion in principal. Holders would swap their Kenvue notes for new Kimberly-Clark notes plus cash. The offer expires at 5:00 p.m. New York time on October 27, 2026 unless extended, and it will only go through if the merger itself closes, which Kimberly-Clark expects in the fourth quarter of this year.

Under the merger agreement, each Kenvue share converts into 0.14625 Kimberly-Clark shares plus $3.50 in cash. Kirkland & Ellis, which advised on the deal, valued Kenvue's enterprise worth at about $48.7 billion based on Kimberly-Clark's stock price on October 31, 2025, and said Kimberly-Clark shareholders are expected to hold about 54% of the combined company, with Kenvue shareholders holding the rest. Shareholders of both companies approved the deal on January 29, 2026, with about 96% of Kimberly-Clark shares and about 99% of Kenvue shares voting in favor, according to NJBIZ. As of early September, the U.S. antitrust waiting period had expired, leaving foreign regulatory approvals and other customary conditions before closing, Yahoo Finance reported.

The exchange offer itself is a financing step rather than a new signal about the deal's progress. But its size, up to $7.0 billion in new Kimberly-Clark notes, points to the scale of debt the company is taking on to fund the acquisition, a leverage load that analysts have already flagged as a risk to Kimberly-Clark's balance sheet and to its 54-year run of dividend increases.