Item 1.01
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Entry into a Material Contract
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On November 9, 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 1.100% Senior Notes due 2027 (the
Notes), in a public offering pursuant 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
November 2, 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 pursuant to the terms of an Underwriting Agreement, dated November 6, 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
November 9, 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 November 9, 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.