Kimberly-Clark wins bondholder consent for $7.0 billion Kenvue debt swap
Kenvue has signed a supplemental indenture to carry out the changes, which only take effect once the exchange offers settle
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Kimberly-Clark said it has received the consents needed to amend the indenture governing Kenvue's outstanding notes, a step that clears the way for its exchange offers covering up to $7.0 billion of Kenvue notes for new Kimberly-Clark notes and cash.
Kenvue has executed a supplemental indenture to put the amendments in place. They become operative only once the exchange offers settle, and Kimberly-Clark does not expect that before November 2, 2026. The offers remain conditioned on completion of Kimberly-Clark's pending acquisition of Kenvue, which is expected to close in the fourth quarter of 2026, and are now set to expire on October 27, 2026 unless extended.
The consent result removes one of the few mechanical hurdles between announcement and execution of the debt swap, and suggests bondholders are largely willing to roll into new Kimberly-Clark paper rather than demand cash redemption, a point that matters given the size of the exchange already flagged as a leverage concern. But the structure still ties everything to the merger closing in the fourth quarter, so nothing is operative yet and the timeline has not moved.
The November 2 settlement target also lines up with the departure date already set for Russell Torres, meaning the company now has several fourth-quarter milestones stacked on the same event: the acquisition closing on schedule.