WHIRLPOOL CORPORATION (NYSE:WHR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Contract

On November9, 2017, Whirlpool Finance Luxembourg S.à. r.l. (“Whirlpool Finance”), an indirect, wholly-owned finance subsidiary of Whirlpool Corporation (the “Company”), closed its offering of €600,000,000 aggregate principal amount of 1.50% Senior Notes due 2027 (the “Notes”), in a public offering to a registration statement on Form S-3, as amended by the Post-Effective Amendment No.1 thereto (File No.333-203704), 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 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 November2, 2016, among Whirlpool Finance, as issuer, the Company, as parent guarantor, and U.S. Bank National Association, as trustee, 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 to the terms of an Underwriting Agreement, dated November6, 2017 (the “Underwriting Agreement”), among Whirlpool Finance as issuer, the Company, as parent guarantor and BNP Paribas, J.P. Morgan Securities plc, Mizuho International plc, Goldman Sachs& Co. LLC, Deutsche Bank AG, London Branch and Wells Fargo Securities International Limited, as underwriters.

The Company intends to use the net proceeds from the sale of the Notes for general corporate purposes, including the repayment of commercial paper borrowings.

Kirkland& Ellis LLP, U.S. counsel to the Company and Whirlpool Finance, has issued an opinion to the Company and Whirlpool Finance, dated November9, 2017, regarding certain legal matters with respect to the Securities, and Baker& McKenzie Luxembourg, Luxembourg counsel to Whirlpool Finance, has issued an opinion to Whirlpool Finance, dated November9, 2017, 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 and the 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.

The information set forth under Item 1.01 is incorporated herein by reference.

WHIRLPOOL CORP /DE/ Exhibit
EX-1.1 2 d491146dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 WHIRLPOOL FINANCE LUXEMBOURG S.À R.L.,…
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About WHIRLPOOL CORPORATION (NYSE:WHR)

Whirlpool Corporation is a manufacturer and marketer of home appliances. The Company manufactures products in approximately 15 countries and markets products around the world under brand names, such as Whirlpool, KitchenAid, Maytag, Consul, Brastemp, Amana, Bauknecht, Jenn-Air and Indesit. The Company’s segments include North America, Latin America, EMEA (Europe, Middle East and Africa) and Asia. The Company manufactures and markets a line of home appliances and related products. Its principal products are laundry appliances, refrigerators and freezers, cooking appliances, dishwashers, mixers and other portable household appliances. It also produces hermetic compressors for refrigeration systems. In the United States, it market and distribute products primarily under the Whirlpool, Maytag, KitchenAid, Jenn-Air, Amana, Roper, Admiral, Affresh and Gladiator brand names primarily to retailers, distributors and builders.