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WHIRLPOOL CORP /DE/ FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits

February 25, 2014



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 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.



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Source: Edgar Glimpses


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