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WHR > SEC Filings for WHR > Form 8-K on 30-Apr-2009All Recent SEC Filings

Show all filings for WHIRLPOOL CORP /DE/ | Request a Trial to NEW EDGAR Online Pro

Form 8-K for WHIRLPOOL CORP /DE/


30-Apr-2009

Entry into a Material Definitive Agreement, Creation of a Direct Financial Ob


Item 1.01 Entry into a Material Contract

On April 29, 2009, Whirlpool Corporation (the "Company") priced an offering of
(1) $350,000,000 aggregate principal amount of 8.000% Notes due 2012 (the "2012 Notes") and (2) $500,000,000 aggregate principal amount of 8.600% Notes due 2014 (the "2014 Notes" and together with the 2012 Notes, the "Notes"). In connection with the offering, the Company entered into a Selling Agency Agreement and Terms Agreement with Citigroup Global Markets Inc. and J.P. Morgan 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 to purchase, subject to and upon terms and conditions set forth therein, the Notes. The offering of the Notes is expected to close on May 4, 2009.

The Notes will be 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, to be 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. 333-157392) filed with the Securities and Exchange Commission (the "Commission") on February 19, 2009. On April 30, 2009, the Company filed a pricing supplement with the Commission relating to the Notes.

The Company plans to file an amendment to this Current Report on Form 8-K after the expected closing on May 4, 2009, at which time the Company will file certain exhibits relating to this offering.



Item 2.03. Creation of a Direct Financial Obligation of a Registrant.

The information set forth under Item 1.01 is incorporated herein by reference.



Item 7.01 Regulation FD Disclosure.

For the full-year 2009, the Company continues to expect earnings per diluted share from continuing operations and free cash flow for the year to be within the ranges disclosed in the Company's earnings press release for the first fiscal quarter of 2009, which is included in the Company's Current Report on Form 8-K filed with the Commission on April 27, 2009.


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