Current Report Filing (8-k)
February 07 2020 - 11:59AM
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: February 7, 2020
(Date of earliest
event reported)
KIMBERLY-CLARK CORPORATION
(Exact name of registrant
as specified in its charter)
Delaware
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1-225
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39-0394230
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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P.O. Box 619100, Dallas, Texas
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75261-9100
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(Address of principal executive offices)
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(Zip Code)
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(972) 281-1200
(Registrant’s
telephone number, including area code)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered
pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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KMB
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New York Stock Exchange
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0.625% Notes due 2024
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KMB24
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New York Stock Exchange
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
On February 7, 2020, Kimberly-Clark Corporation
(the “Corporation”) issued $500,000,000 aggregate principal amount of 2.875% Notes due 2050 (the
“Notes”) pursuant to its effective shelf registration statement on Form S-3 (File No. 333-229547) (the
“Shelf Registration Statement”). On January 30, 2020, the Corporation entered into an Underwriting Agreement (the
“Underwriting Agreement”) with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley &
Co. LLC, as representatives for the several underwriters named therein, for the issuance and sale by the Corporation of the
Notes. The Notes were registered under the Securities Act of 1933, as amended, pursuant to the Shelf Registration
Statement.
The Notes were issued under an Indenture (as amended
and supplemented, the “Indenture”), dated as of March 1, 1988, by and among the Corporation and The Bank of New York
Mellon Trust Company, N.A. (as successor in interest to The First National Bank of Chicago) as Trustee (originally executed with
Bank of America National Trust and Savings Association) and an officers’ certificate dated February 7, 2020 by the Corporation
with respect to the Notes (the “Officers’ Certificate”).
A copy of the Underwriting Agreement is attached
hereto as Exhibit 1.1. A Form of the Notes is attached hereto as Exhibit 4.1. A copy of the Officers’ Certificate is attached
hereto as Exhibit 4.3.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit 1.1
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Underwriting Agreement, by and among the Corporation and the representatives for the several underwriters named therein, dated
as of January 30, 2020
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Exhibit 4.1
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Form of 2.875% Notes due February 7, 2050
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Exhibit 4.2
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First Amended and Restated Indenture dated as of March 1, 1988 between the Corporation and The Bank of New York Mellon Trust
Company, N.A. (as successor in interest to The First National Bank of Chicago) as Trustee (originally executed with Bank of America
National Trust and Savings Association) (incorporated by reference to Exhibit No. 4.1 to the Registration Statement on Form S-3
filed on February 2, 1998 (Registration No. 333-45399))
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Exhibit 4.3
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Officers’ Certificate of the Corporation pursuant to the Indenture, dated February 7, 2020
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Exhibit 5.1
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Opinion of Gibson, Dunn & Crutcher LLP
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Exhibit 23.1
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Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1 hereto)
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104
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The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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KIMBERLY-CLARK CORPORATION
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Date: February 7, 2020
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By:
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/s/ Flavio Costa
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Flavio Costa
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Vice President and Treasurer
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Kimberly Clark (NYSE:KMB)
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