UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 18, 2020
WHIRLPOOL CORPORATION
(Exact name of registrant as Specified in Charter)
Delaware | 1-3932 | 38-1490038 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2000 M-63 North, Benton Harbor, Michigan | 49022-2692 | |
(Address of Principal Executive Offices) | (Zip Code) |
(269) 923-5000
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
Common stock, par value $1.00 per share | WHR | Chicago Stock Exchange and New York Stock Exchange | ||
0.625% Senior Notes due 2020 | WHR 20 | New York Stock Exchange |
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. ☐
| Item 1.01 | Entry into a Material Contract |
On February 21, 2020, Whirlpool EMEA Finance S.à r.l. (“Whirlpool EMEA Finance”), an indirect, wholly-owned finance subsidiary of Whirlpool Corporation (the “Company”), closed its offering of €500,000,000 aggregate principal amount of 0.500% Senior Notes due 2028 (the “Notes”), in a public offering pursuant to a registration statement on Form S-3 (File No. 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 Company has fully and unconditionally guaranteed the Notes on a senior unsecured basis (the “Guarantee” and, together with the Notes, the “Securities”). The Securities were issued under an indenture (the “Indenture”), dated February 21, 2020, among Whirlpool EMEA Finance, as issuer, the Company, as parent guarantor, and U.S. Bank National Association, as trustee, and as supplemented by an officers’ certificate establishing the terms and providing for the issuance of the Notes (the “Certificate of Designated Officers”). The sale of the Securities was made pursuant to the terms of an Underwriting Agreement, dated February 18, 2020 (the “Underwriting Agreement”), among Whirlpool EMEA Finance, as issuer, the Company, as parent guarantor, and BNP Paribas, Citigroup Global Markets Limited, ING Bank N.V., J.P. Morgan Securities plc and Mizuho International plc 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 redeem Whirlpool Corporation’s 0.625% senior notes due 2020 (the “2020 Notes”), of which €500.0 million aggregate principal amount is currently outstanding, at the principal amount thereof plus accrued and unpaid interest and any applicable redemption premium. The Company intends to use any remaining net proceeds for general corporate purposes.
Kirkland & Ellis LLP, U.S. counsel to the Company and Whirlpool EMEA Finance, has issued an opinion to the Company and Whirlpool EMEA Finance, dated February 21, 2020, regarding certain legal matters with respect to the Securities, and Baker & McKenzie Luxembourg, Luxembourg counsel to Whirlpool EMEA Finance, has issued an opinion to Whirlpool EMEA Finance, dated February 21, 2020, regarding the Notes. Copies of these opinions are filed as Exhibits 5.1 and 5.2 hereto, respectively.
The foregoing description of the Underwriting Agreement, Indenture 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, 4.1 and 4.2, 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.
Exhibit No. | Document | |||
1.1 | ||||
4.1 | ||||
4.2 | ||||
5.1 | ||||
5.2 | ||||
23.1 | ||||
23.2 | Consent of Baker & McKenzie Luxembourg (contained in Exhibit 5.2). | |||
104 | The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101). | |||
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.
WHIRLPOOL CORPORATION | ||||||
February 21, 2020 | By: | /s/ Bridget K. Quinn | ||||
Name: | Bridget K. Quinn | |||||
Title: | Assistant General Counsel and Corporate Secretary | |||||