Item 1.01 Entry into a Material Contract OnMay 7, 2020 ,Whirlpool Corporation (the "Company"), closed its offering of$500,000,000 aggregate principal amount of 4.600% Senior Notes due 2050 (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 theSecurities and Exchange Commission (the "Commission"). The proceeds from the Notes offering, in combination with the Company's recently executed 364-day revolving credit facility, have boosted the Company's already strong liquidity position by$1 billion ; such Notes offering proceeds will be used to repay outstanding borrowing amounts under the Company's revolving credit facility. The Notes were issued under an indenture (the "Indenture"), datedMarch 20, 2000 , between the Company, as issuer, andU.S. Bank National Association (as successor toCitibank, 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, datedMay 4, 2020 (the "Underwriting Agreement"), among the Company, as issuer, andBNP Paribas Securities Corp. ,Citigroup Global Markets Inc. ,Mizuho Securities USA LLC ,MUFG Securities Americas Inc. andSMBC Nikko Securities America, Inc. , as representatives of the several underwriters in connection with the offering and sales of the Notes. As provided above, the Company intends to use the net proceeds from the sale of the Notes to repay outstanding borrowings under the Company's revolving credit facility, as amended and restated, dated as ofAugust 6, 2019 , among the Company, certain other borrowers, the lenders referred to therein,JPMorgan Chase Bank, N.A . as administrative agent andCitibank, N.A ., as syndication agent.Kirkland & Ellis LLP ,U.S. counsel to the Company, has issued an opinion to the Company, datedMay 7, 2020 , regarding certain legal matters with respect to the Notes. A copy of this opinion is filed as Exhibit 5.1 hereto. OnMay 5, 2020 , 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 9.01. Financial Statements and Exhibits. (d) Exhibits.
Exhibit No. Exhibit
Exhibit 1.1 Underwriting Agreement, dated
Paribas Securities Corp. ,Citigroup Global Markets Inc. ,Mizuho Securities USA LLC ,MUFG Securities Americas Inc. andSMBC Nikko Securities America, Inc.
Exhibit 4.1 Certificate of Designated Officers of
May 7, 2020 .
Exhibit 5.1 Opinion of
document)
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