WHIRLPOOL CORP /DE/ 8-K

What Happened

• Whirlpool Corporation announced on June 16, 2026 that it issued $1.0 billion of 7.500% Senior Secured Second Lien Notes due July 1, 2031 and $1.0 billion of 7.875% Senior Secured Second Lien Notes due July 1, 2034 (total $2.0B). The notes were sold in a private placement to qualified institutional buyers (Rule 144A) and non‑U.S. persons (Reg S). Interest accrues from June 16, 2026 and is payable semi‑annually beginning January 1, 2027.

Key Details

• Use of proceeds: net proceeds plus borrowings under a new asset‑based revolving credit facility (ABL) will be used to (i) pay consideration for 1.250% Senior Notes due 2026 and 1.100% Senior Notes due 2027 that were validly tendered in a concurrent tender offer and consent solicitation, (ii) irrevocably deposit funds to satisfy any remaining of those existing notes, (iii) repay amounts outstanding under the company’s existing unsecured revolving credit facility, and (iv) pay related fees and expenses.
• Security and guarantees: the Notes are guaranteed by Whirlpool’s domestic and Canadian ABL borrowers/guarantors and are secured on a second‑priority basis (subject to permitted liens and excluded assets) by substantially all assets that secure the ABL on a first‑priority basis; certain assets (e.g., domestic manufacturing real estate, intercompany debt, subsidiary equity) are excluded.
• Redemption and protections: company may redeem before first call dates (2031 Notes first call July 1, 2028; 2034 Notes first call July 1, 2029) at a make‑whole price, may redeem up to 40% before first call using certain equity proceeds, and holders may require repurchase at 101% on certain change‑of‑control plus a ratings‑downgrade.
• Covenants: the indenture includes customary restrictions on incurring additional indebtedness, paying dividends or other restricted payments, creating liens, making certain investments, disposing of assets, and effecting mergers or consolidations (subject to exceptions).

Why It Matters

• This filing documents a material new debt issuance and a direct financial obligation for Whirlpool totaling $2.0B with relatively high fixed interest rates (7.50% and 7.875%), reflecting the company’s current refinancing strategy. Proceeds are earmarked primarily to refinance near‑term senior notes and to reduce revolver borrowings, which changes the company’s debt maturity profile and interest expense obligations. Investors should note the second‑lien secured nature of the notes, the guarantees by certain subsidiaries, and the covenant package that may affect the company’s future financing flexibility.