BENTON
HARBOR, Mich., Aug. 8, 2022
/PRNewswire/ -- Whirlpool Corporation (NYSE: WHR) today announced
that it has entered into a definitive agreement with Emerson
Electric Co. (NYSE: EMR) to acquire InSinkErator, the world's
largest manufacturer of food waste disposers and instant hot water
dispensers for home and commercial use, in an all-cash transaction
for $3.0 billion.
![Whirlpool Corporation (PRNewsFoto/Whirlpool Corporation) Whirlpool Corporation (PRNewsFoto/Whirlpool Corporation)](https://mma.prnewswire.com/media/459726/whirlpool_corporation_logo.jpg)
"We are excited for the unique opportunity to add InSinkErator
to our portfolio of leading brands. The acquisition is a clear
accelerator of our ongoing portfolio transformation and aligned
with our stated goals of investing in high-growth and high-margin
businesses and Win Americas," said Marc
Bitzer, Chairman and CEO of Whirlpool Corporation.
"InSinkErator is not only an iconic brand with a reputation for the
highest quality and performance, but also a business that is
purpose-driven and shares our vision of improving life at home. We
look forward to capitalizing on the significant growth
opportunities we see for this business."
Established in 1938, InSinkErator is the leader in the food
waste disposal industry with a greater than 70% share and the
industry's most recognized and trusted brand. On a full-year basis,
ending September 30, 2022,
InSinkErator is expected to generate sales of ~$650 million and EBITDA(1) in excess
of $170 million. This
represents a transaction value of 14x EBITDA multiple, including
future tax benefits and synergies. Following the close of the
transaction, InSinkErator is expected to operate as a separate
business as part of Whirlpool's North America Region. InSinkErator
will maintain its headquarters in Mount
Pleasant, Wisconsin.
The acquisition is expected to be immediately accretive to
Whirlpool Corporation's margins, adding approximately $1.25 EPS accretion in fiscal 2023.
Whirlpool Corporation also expects to generate revenue upside by
capitalizing on InSinkErator's leading consumer brand preference,
an installed base that is fives times larger than the rest of the
industry driving a recurring sales profile, the strong underlying
secular tailwinds of the U.S. housing market, and the expansion of
the InSinkErator brand into new markets and product offerings.
Whirlpool Corporation plans to initially fund the acquisition
through available liquidity, with new debt put in place at a later
date. The acquisition, which has been approved by the Board of
Directors of both companies, is subject to customary closing
conditions, including regulatory approvals, and is expected to
close in the fourth quarter of 2022. Whirlpool's 2022 guidance
remains unchanged.
Greenhill & Co. LLC served as financial advisor and
Wachtell, Lipton, Rosen & Katz served as legal counsel to
Whirlpool Corporation.
A conference call to discuss the announced transaction will be
held today at 8:30 am EST, hosted by
Whirlpool Corporation Chairman and CEO, Marc Bitzer and CFO, Jim
Peters. The conference call will be webcast live on the
Company's website at www.whirlpoolcorp.com and may be accessed by
clicking on the "Investors" tab located at the top of the page. To
listen to the live webcast, participants should visit the site at
least 15 minutes prior to the conference call to download any
required streaming media software. Key financial statistics, the
transaction presentation, and an archived recording of the
conference call will be available on the Company's website for at
least 30 days.
(1) EBITDA is a non-GAAP financial measure. We do
not attempt to provide a reconciliation of EBITDA for the
InSinkErator business to the equivalent GAAP measure of net
earnings for the InSinkErator business as certain elements of the
estimated full-year EBITDA measure cannot be precisely calculated
without unreasonable effort or expense and the significance of
these elements are indeterminable at this time. Forecasting the
timing or amount of items that have not yet occurred and are out of
our control is inherently uncertain and unavailable without
unreasonable effort or expense.
About Whirlpool Corporation
Whirlpool Corporation
(NYSE: WHR) is committed to being the best global kitchen and
laundry company, in constant pursuit of improving life at home. In
an increasingly digital world, the company is driving purposeful
innovation to meet the evolving needs of consumers through its
iconic brand portfolio, including Whirlpool, KitchenAid, Maytag,
Consul, Brastemp, Amana, Bauknecht, JennAir, Indesit and
Yummly. In 2021, the company reported approximately
$22 billion in annual sales, 69,000
employees and 54 manufacturing and technology research centers.
Additional information about the company can be found at
WhirlpoolCorp.com.
About InSinkErator
Headquartered in Mount Pleasant, Wisconsin, InSinkErator® is the world's
largest manufacturer of food waste disposers and instant hot water
dispensers for home and commercial use. For over 80 years, the
company has delivered long-lasting innovative products, with
superior grind and sound performance, trouble-free operation, fast,
easy installation, and a We Come To You® In-Home Limited Warranty.
InSinkErator has established an international presence that reaches
nearly 80 countries, with subsidiaries in Australia, Brazil, Canada, China, Mexico, New
Zealand and the United
Kingdom.
WEBSITE DISCLOSURE
We routinely post important
information for investors on our website, WhirlpoolCorp.com, in the
"Investors" section. We also intend to update the "Hot Topics
Q&A" portion of this webpage as a means of disclosing material,
non-public information and for complying with our disclosure
obligations under Regulation FD. Accordingly, investors should
monitor the "Investors" section of our website, in addition to
following our press releases, SEC filings, public conference calls,
presentations and webcasts. The information contained on, or that
may be accessed through, our webpage is not incorporated by
reference into, and is not a part of, this document.
WHIRLPOOL ADDITIONAL INFORMATION
This document
contains forward-looking statements about Whirlpool Corporation and
its consolidated subsidiaries ("Whirlpool") within the meaning of
Section 27A of the Securities Act of1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended.
Whirlpool intends such forward-looking statements to be covered by
the safe harbor provisions for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995 and
includes this statement for purposes of complying with those safe
harbor provisions. Any statements made in this press release, or
during the above-referenced conference call, that are not
statements of historical fact, including statements regarding our
future financial results, long-term value creation, tax benefits
and portfolio transformation as a result of the anticipated
acquisition, acquisition-related synergies, tax benefits and
financial impacts, acquisition funding sources and the timing of
such funding, and the timing of the transaction closing are
forward-looking statements and should be evaluated as such. Such
statements can be identified by the use of terminology such as
"may," "could," "will," "should," "possible," "plan," "predict,"
"forecast," "potential," "anticipate," "estimate," "expect,"
"project," "intend," "believe," "may impact," "on track," and
similar words or expressions. Many risks, contingencies and
uncertainties could cause actual results to differ materially from
Whirlpool's forward-looking statements, including the risk that the
transaction does not close within our expected timeframe or at all,
and that we may not realize the synergies and financial benefits
from the transaction. Additional risks and uncertainties that could
materially affect such forward-looking statements include, but are
not limited to: (1) the ongoing Russian invasion of Ukraine and related conflict and sanctions;
(2) COVID-19 pandemic-related business disruptions and economic
uncertainty; (3) intense competition in the home appliance industry
reflecting the impact of both new and established global
competitors, including Asian and European manufacturers, and the
impact of the changing retail environment, including
direct-to-consumer sales; (4) Whirlpool's ability to maintain or
increase sales to significant trade customers and the ability of
these trade customers to maintain or increase market share; (5)
Whirlpool's ability to maintain its reputation and brand image; (6)
the ability of Whirlpool to achieve its business objectives and
leverage its global operating platform, and accelerate the rate of
innovation; (7) Whirlpool's ability to understand consumer
preferences and successfully develop new products; (8) Whirlpool's
ability to obtain and protect intellectual property rights; (9)
acquisition, divestiture and investment-related risks, including
risks associated with the InSinkErator acquisition and our past
acquisitions; (10) Whirlpool's ability to navigate risks associated
with our presence in emerging markets; (11) risks related to our
international operations, including changes in foreign regulations;
(12) Whirlpool's ability to respond to unanticipated social,
political and/or economic events; (13) information technology
system failures, data security breaches, data privacy compliance,
network disruptions, and cybersecurity attacks; (14) product
liability and product recall costs; (15) the ability of suppliers
of critical parts, components and manufacturing equipment to
deliver sufficient quantities to Whirlpool in a timely and
cost-effective manner; (16) our ability to attract, develop and
retain executives and other qualified employees; (17) the impact of
labor relations; (18) fluctuations in the cost of key materials
(including steel, resins, copper and aluminum) and components and
the ability of Whirlpool to offset cost increases; (19) Whirlpool's
ability to manage foreign currency fluctuations; (20) impacts from
goodwill impairment and related charges; (21) triggering events or
circumstances impacting the carrying value of our long-lived
assets; (22) inventory and other asset risk; (23) health care cost
trends, regulatory changes and variations between results and
estimates that could increase future funding obligations for
pension and postretirement benefit plans; (24) litigation, tax, and
legal compliance risk and costs, especially if materially different
from the amount we expect to incur or have accrued for, and any
disruptions caused by the same; (25) the effects and costs of
governmental investigations or related actions by third parties;
(26) changes in the legal and regulatory environment including
environmental, health and safety regulations, and taxes and
tariffs; (27) Whirlpool's ability to respond to the impact of
climate change and climate change regulation; and (28) the
uncertain global economy and changes in economic conditions which
affect demand for our products. Additional information concerning
these and other factors can be found in Whirlpool's filings with
the Securities and Exchange Commission, including the most recent
annual report on Form 10-K, quarterly reports on Form 10-Q, and
current reports on Form 8-K. These cautionary statements
should not be construed by you to be exhaustive and the
forward-looking statements are made only as of the date of this
press release. We undertake no obligation to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
applicable law.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/whirlpool-corporation-announces-acquisition-of-insinkerator-301601265.html
SOURCE Whirlpool Corporation