Whirlpool Corporation announced that it priced its offering of $1.0 billion in aggregate principal amount of 7.500% Senior Secured Second Lien Notes due 2031 (2031 Notes) and $1.0 billion in aggregate principal amount of 7.875% Senior Secured Second Lien Notes due 2034 (the "2034 Notes" and, together with the 2031 Notes, the "Notes"). The offering was upsized from the previously announced offering size of $750 million in aggregate principal amount of each of the 2031 Notes and the 2034 Notes. The 2031 Notes will bear interest at the rate of 7.500% per year and the 2034 Notes will bear interest at the rate of 7.875% per year, in each case from June 16, 2026, payable semi-annually in arrears.
The 2031 Notes will have a maturity date of July 1, 2031 and the 2034 Notes will have a maturity date of July 1, 2034, unless earlier repurchased or redeemed in accordance with their terms. The closing of the offering of the Notes is expected to occur on June 16, 2026, subject to the closing of the Company's proposed asset-based revolving credit facility (the "ABL Credit Facility") and other customary closing conditions. Whirlpool intends to use the net proceeds from the issuance of the Notes, together with borrowings under the ABL Credit Facility, to (i) pay the consideration for all 1.250% Senior Notes due 2026 (the "2026 Existing Notes") and 1.100% Senior Notes due 2027 (the "2027 Existing Notes" and, together with the 2026 Existing Notes, the "Existing Notes") in each case issued by Whirlpool Finance Luxembourg S.à r.l., a wholly owned subsidiary of Whirlpool, that are validly tendered to the Company in a tender offer and consent solicitation (the "Concurrent Tender Offer and Consent Solicitation"), (ii) satisfy and discharge, in accordance with the indenture governing the Existing Notes, as amended pursuant to the Concurrent Tender Offer and Consent Solicitation (the "Existing Notes Indenture"), any such Existing Notes that remain outstanding following the completion of the Concurrent Tender Offer and Consent Solicitation, by irrevocably depositing with the trustee under the Existing Notes Indenture funds sufficient to pay the principal of and interest on such Existing Notes as and when due, (iii) repay the amount outstanding under the Company's existing unsecured revolving credit facility, and (iv) pay fees and expenses in connection with the foregoing. The Notes and the obligations of the Company under the Notes and the indenture that will govern the Notes will be, jointly and severally, unconditionally guaranteed by each domestic and Canadian subsidiary of the Company that is a borrower under, or a guarantor of, the Company's obligations under the ABL Credit Facility (the "Guarantors").
The Notes and related guarantees will be secured, on a second-priority basis, subject to permitted liens and certain exceptions described in the offering memorandum, by all the assets of the Company and the Guarantors that secure the obligations under the ABL Credit Facility on a first-priority basis. Some of its assets will be excluded from the collateral, such as its domestic manufacturing facilities, shares of capital stock of its subsidiaries or debts owing from its subsidiaries to us. Neither the Notes nor the related guarantees have been registered under the Securities Act of 1933, as amended ("Securities Act"), or the securities laws of any other jurisdiction, and are not being offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements.
The offering of the Notes is being made only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act.
