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Kimberly-Clark’s Spin-Off of Halyard Health Led by Baker Botts

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DALLAS, November 3, 2014 -- On November 1, 2014, Kimberly-Clark Corporation (NYSE: KMB) announced the closing of the previously disclosed strategic separation and tax-free spin-off of its Health Care business, known as Halyard Health, Inc., whereby each holder of Kimberly-Clark common stock received one share of Halyard for every eight shares of Kimberly-Clark held as of the record date. Halyard’s common stock began regular way trading on the New York Stock Exchange under the symbol “HYH” on November 3, 2014.

Halyard is a global medical technology company focused on preventing infection, eliminating pain and speeding recovery. At the time of the spin-off, Halyard had a market capitalization of approximately $1.8 billion. Halyard has approximately 16,500 employees and its corporate headquarters are located in Alpharetta, Georgia.

In connection with the spin-off, Halyard completed debt financings of approximately $640 million, including a private offering of senior notes under Rule 144A and a term loan B financing, both lead managed by Morgan Stanley and Citigroup.

Baker Botts served as legal advisor to Kimberly-Clark and Halyard in connection with these transactions, and rendered an opinion as to the tax-free nature of the spin-off.

Baker Botts Lawyers/Office Involved:
-- Corporate: Don McDermett (Partner, Dallas); Samantha Crispin (Partner, Dallas); Chad Burkhardt (Partner, Dallas); Luke Weedon (Partner, Dallas); Jon Platt (Associate, Dallas); Steve Mann (Associate, Dallas); Kevin Henderson (Associate, Dallas); Kevin Douglas (Associate, Dallas); Cole Davis (Associate, Dallas); Jon Finelli (Associate, New York); Ariella Fuchs (Associate, New York)
-- Employee Benefits: David Schiller (Partner, Dallas); Krisa Benskin (Associate, Dallas)
-- Tax: Steve Marcus (Partner, Dallas); Aaron Pinegar (Associate, Dallas)
-- Antitrust: Catriona Hatton (Partner, Brussels); Paul Cuomo (Partner, Washington)
-- Trademarks: Paul Reilly (Partner, Dallas); Elizabeth Stanley (Associate, Dallas); Jenny Lazo (Associate, Dallas); Julie Albert (Associate, Dallas); Cecily Porterfield (Associate, Dallas); Jill Errera (Associate, Dallas)

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About Baker Botts L.L.P.
Baker Botts is an international law firm of approximately 700 lawyers practicing throughout a network of 15 offices around the globe. Based on our experience and knowledge of our clients’ industries, we are recognized as a leading firm in the energy, technology and life sciences sectors. Throughout our 174-year history, we have provided creative and effective legal solutions for our clients while demonstrating an unrelenting commitment to excellence. For more information, please visit BakerBotts.com.

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