Item 1.01 Entry into a Material Definitive Agreement
On May 4, 2022, Whirlpool Corporation (the "Company"), closed its offering of
$300.0 million aggregate principal amount of 4.700% Senior Notes due 2032 (the
"Notes"), in a public offering pursuant to a registration statement on Form S-3
(File No. 333-255372), 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"). On May 2, 2022, the
Company filed a pricing supplement with the Commission relating to the Notes.
The Company intends to use the net proceeds from the sale of the Notes, together
with cash on hand, to repay, at maturity, all $300.0 million aggregate principal
amount of the Company's 4.700% Notes due June 1, 2022.
The Notes were issued under an indenture (the "Indenture"), dated March 20,
2000, between the Company, as issuer, and U.S. Bank Trust Company, National
Association (as successor to U.S. Bank, National Association, as successor to
Citibank, N.A.), as trustee, as supplemented by a Certificate of Designated
Officers establishing the terms of, 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 May 2, 2022 (the
"Underwriting Agreement"), among the Company, as issuer, and BNP Paribas
Securities Corp., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Mizuho
Securities USA LLC and Wells Fargo Securities, LLC, as representatives of the
several underwriters named therein.
Kirkland & Ellis LLP, U.S. counsel to the Company, has issued an opinion
addressed to the Company, dated May 4, 2022, regarding certain legal matters
with respect to the Notes. A copy of this opinion is filed as Exhibit 5.1
hereto.
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 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Document
1.1 Underwriting Agreement, dated May 2, 2022, among Whirlpool
Corporation, BNP Paribas Securities Corp., Citigroup Global Markets
Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC and Wells
Fargo Securities, LLC.
4.1 Certificate of Designated Officers of Whirlpool Corporation, dated
May 4, 2022.
5.1 Opinion of Kirkland & Ellis LLP.
23.1 Consent of Kirkland & Ellis LLP (contained in Exhibit 5.1).
104 Cover Page Interactive Data File (formatted as inline XBRL).
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