Kimberly-Clark now owns Kenvue, which turns the question for its investors from whether the deal closes to whether the company can absorb it without straining its balance sheet. Each Kenvue share converts into $3.50 in cash plus 0.14625 Kimberly-Clark shares, and the merger delivers about 281,060,840 new Kimberly-Clark shares to Kenvue holders.

The board has approved a Kenvue Integration Program that runs through December 31, 2029, with pre-tax charges of about $3.1bn, made up of $2.5bn in cash and $0.6bn in non-cash items. It also calls for about $1.4bn of related capital spending. The cash charges land on top of the leverage UBS flagged when it cut its price target.

The $4.9bn of notes, the retirement of the bridge financing and the extension of the bondholder exchange were all conditioned on a close in the fourth quarter, and that condition is now met. The cash side of the price was paid from cash on hand, debt financing and proceeds from the earlier sale of a 51% interest in Kimberly-Clark's International Family Care and Professional business. Completion risk is gone. What remains is three years of execution, paid for largely in cash.

Kenvue survives as Kenvue LLC, a wholly owned subsidiary, effective today. It has asked the New York Stock Exchange to suspend trading and to file to delist and deregister its common stock, with delisting taking effect 10 days after that filing. Its own board has resigned and been replaced by directors and officers of the merger subsidiary. At the parent, Richard E. Allison, Jr., Larry J. Merlo and Kirk L. Perry join the board from Kenvue, while Mae C. Jemison, Christa S. Quarles and Jaime Ramirez resign to make room. Kenvue's third-quarter miss, reported without guidance because the deal was pending, is the last standalone reading on that business before it disappears into Kimberly-Clark's results.

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