Attached files

file filename
EX-4.1 - EX-4.1 - WHIRLPOOL CORP /DE/d682080dex41.htm
EX-1.1 - EX-1.1 - WHIRLPOOL CORP /DE/d682080dex11.htm

 

 

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 20, 2014

 

 

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))

 

 

 


Item 1.01 Entry into a Material Contract

On February 20, 2014, Whirlpool Corporation (the “Company”) priced an offering of (1) $250,000,000 aggregate principal amount of 1.350% Senior Notes due 2017 (the “2017 Notes”); (2) $250,000,000 aggregate principal amount of 2.400% Senior Notes due 2019 (the “2019 Notes”); and (3) $300,000,000 aggregate principal amount of 4.000% Senior Notes due 2024 (the “2024 Notes,” together with the 2017 Notes and the 2019 Notes, the “Notes”). In connection with the offering of the Notes, the Company entered into an Underwriting Agreement with J.P. Morgan Securities LLC and RBS Securities Inc., as representatives of the several underwriters listed therein (collectively, the “Underwriters”), pursuant to which the Company agreed to sell and the Underwriters agreed severally to purchase, subject to and upon terms and conditions set forth therein, the Notes. The offering of the Notes closed on February 25, 2014.

The Notes were issued under an indenture dated as of March 20, 2000, between the Company and U.S. Bank National Association (successor to Citibank, N.A.), as trustee, as supplemented by an officers’ certificate establishing the terms and providing for the issuance of the Notes.

The Notes are registered under the Securities Act of 1933, as amended, pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-181339) filed with the Securities and Exchange Commission (the “Commission”) on May 11, 2012. On February 21, 2014, the Company filed a final prospectus supplement with the Commission relating to the Notes.

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    Underwriting Agreement, dated February 20, 2014, by and among Whirlpool Corporation and J.P. Morgan Securities LLC and RBS Securities Inc., as representatives of the several underwriters listed therein.
4.1    Certificate of Designated Officers of Whirlpool Corporation, dated February 25, 2014.


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 25, 2014     By:  

/S/ LARRY M. VENTURELLI

      Name: Larry M. Venturelli
      Title: Executive Vice President and Chief Financial Officer


EXHIBIT INDEX

 

Exhibit No.    Document
1.1    Underwriting Agreement, dated February 20, 2014, by and among Whirlpool Corporation and J.P. Morgan Securities LLC and RBS Securities Inc., as representatives of the several underwriters listed therein.
4.1    Certificate of Designated Officers of Whirlpool Corporation, dated February 25, 2014.