UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 8.01. | Other Events |
On February 22, 2023, Whirlpool Corporation (the “Company”), closed its offering of $300 million aggregate principal amount of 5.500% Senior Notes due 2033 (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 February 14, 2023, the Company filed a pricing term sheet with the Commission relating to the Notes.
The Company intends to use the net proceeds from the sale of the Notes to repay, at maturity, all $250 million outstanding aggregate principal amount of the Company’s 3.700% Notes due March 1, 2023, and for general corporate purposes.
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 and Citibank, 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.
Kirkland & Ellis LLP, U.S. counsel to the Company, has issued an opinion addressed to the Company, dated February 22, 2023, 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 Certificate of Designated Officers does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which is filed with this report as Exhibit 4.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Exhibit | |
| 4.1 | Certificate of Designated Officers of Whirlpool Corporation, dated February 22, 2023. | |
| 5.1 | Opinion of Kirkland & Ellis LLP. | |
| 23.1 | Consent of Kirkland & Ellis LLP (contained in Exhibit 5.1). | |
| 104 | The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101). | |
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 22, 2023 | By: | /s/ James W. Peters | ||||
| Name: | James W. Peters | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||