Item 1.01 Entry into a Material Contract
On February 26, 2019, Whirlpool Corporation (the “Company”), closed its offering of $700,000,000 aggregate principal amount of 4.750% Senior Notes due 2029 (the “Notes”), in a public offering pursuant to a registration statement on FormS-3 (FileNo. 333-224381), and a preliminary prospectus supplement and prospectus supplement related to the offering of the Notes, each as previously filed with the Securities and Exchange Commission (the “Commission”). The Notes were issued under an indenture (the “Indenture”), dated March 20, 2000, between the Company, as issuer, and U.S. Bank National Association (as successor to Citibank, N.A.), as trustee, as supplemented by a Certificate of Designated Officers establishing the terms and providing for the issuance of the Notes, a copy of which is filed as Exhibit 4.1 hereto. The sale of the Notes was made pursuant to the terms of an Underwriting Agreement, dated February 20, 2019 (the “Underwriting Agreement”), among the Company, as issuer, and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Wells Fargo Securities, LLC as representatives of the several underwriters in connection with the offering and sales of the Notes.
The Company intends to use the net proceeds from the sale of the Notes to repay all €600.0 million of outstanding borrowings under the Company’s term loan governed by the Term Loan Agreement, dated as of June 5, 2018, among Whirlpool Corporation, Whirlpool EMEA Finance S.à.r.l., the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent for such lenders, and if any remain, for general corporate purposes.
Kirkland & Ellis LLP, U.S. counsel to the Company, has issued an opinion to the Company, dated February 26, 2019, regarding certain legal matters with respect to the Notes. A copy of this opinion is filed as Exhibits 5.1 hereto. On February 20, 2019, the Company filed a pricing supplement with the Commission relating to the Notes.
The foregoing description of the Underwriting Agreement and Certificate of Designated Officers does not purport to be complete and is qualified in its entirety by reference to the full text of each of the foregoing, which are filed with this report as Exhibits 1.1 and 4.1, respectively. Each of the foregoing documents is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation of a Registrant.
The information set forth under Item 1.01 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
