0000950123-15-002342.txt : 20150218 0000950123-15-002342.hdr.sgml : 20150216 20150217085322 ACCESSION NUMBER: 0000950123-15-002342 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150217 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHIRLPOOL CORP /DE/ CENTRAL INDEX KEY: 0000106640 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD APPLIANCES [3630] IRS NUMBER: 381490038 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03932 FILM NUMBER: 15618205 BUSINESS ADDRESS: STREET 1: WHIRLPOOL CNTR 2000 M 63 STREET 2: C/O CORPORATE SECRETARY CITY: BENTON HARBOR STATE: MI ZIP: 49022-2692 BUSINESS PHONE: 2699235000 MAIL ADDRESS: STREET 1: WHIRLPOOL CTR 2000 M 63 STREET 2: C/O CORPORATE SECRETARY CITY: BENTON HARBOR STATE: MI ZIP: 49022-2692 FORMER COMPANY: FORMER CONFORMED NAME: WHIRLPOOL SEEGER CORP DATE OF NAME CHANGE: 19710824 8-K 1 d874874d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) February 17, 2015

 

 

WHIRLPOOL CORPORATION

(Exact name of registrant as Specified in Charter)

 

 

 

Delaware   1-3932   38-1490038

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

2000 North M-63,

Benton Harbor, Michigan

   49022-2692
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (269) 923-5000

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities At (17 CFR 230.425)

 

¨ Soliciting material pursuant to rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 7.01. Regulation FD Disclosure.

On February 17, 2015, Indesit Company S.p.A. (società per azioni under the laws of the Republic of Italy) (the “Issuer”), a wholly-owned indirect subsidiary of Whirlpool Corporation (the “Company”) issued a press release announcing that the Issuer commenced a consent solicitation to amend certain provisions of the €300,000,000 4.50% Guaranteed Notes due April 16, 2018 (the “Notes”) unconditionally and irrevocably guaranteed by Indesit Company Luxembourg S.A. so that the terms and conditions of the Notes are better aligned to the terms and conditions of notes and bonds issued by the Company. If the proposed amendments to the terms of the Notes are approved, Whirlpool Corporation will become a guarantor of the Notes. A copy of the Issuer’s press release is attached as Exhibit 99.1 hereto and is incorporated by reference.

The information, including Exhibit 99.1, in this Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, except as shall otherwise be expressly set forth by specific reference in such filing.

The securities have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States. The securities are being offered only outside the United States to certain investors in offshore transactions in reliance on Regulation S, and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, “U.S. persons”, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws.

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1 Press Release dated February 17, 2015

 

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: February 17, 2015     WHIRLPOOL CORPORATION
    By:  

/s/ Larry M. Venturelli

.     Name:   Larry M. Venturelli
    Title:   Executive Vice President and Chief Financial Officer

 

3

EX-99.1 2 d874874dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Indesit S.p.A. announces a consent solicitation in respect of its outstanding EUR 300,000,000 4.50 per cent. Guaranteed Notes due 26 April 2018

17 February 2015. Indesit Company S.p.A. (società per azioni under the laws of the Republic of Italy) (the Issuer) today announced that it has commenced soliciting consents from holders (the Noteholders) of its outstanding €300,000,000 4.50 per cent. Guaranteed Notes due 26 April 2018 unconditionally and irrevocably guaranteed by Indesit Company Luxembourg S.A. (the Luxembourg Guarantor) (ISIN: XS0923605470) (the Notes) with respect to certain amendments to (i) the terms and conditions of the Notes (the Conditions) (ii) the trust deed constituting the Notes dated 26 April 2013 between the Issuer, the Luxembourg Guarantor and BNP Paribas Trust Corporation UK Limited as trustee (the Trust Deed) and (iii) the agency agreement dated 26 April 2013 made between, among others, the Issuer, the Luxembourg Guarantor and the BNP Paribas Securities Services, Luxembourg Branch as principal paying agent and Luxembourg paying agent (the Agency Agreement) pursuant to a consent solicitation memorandum, dated as of 17 February 2015 (the Consent Solicitation Memorandum).

As more fully described in the Consent Solicitation Memorandum, the Issuer, the Luxembourg Guarantor and Whirlpool Corporation, further to the acquisition of the Issuer and its subsidiaries by Whirlpool Corporation and its subsidiaries, wish to amend the Conditions (along with certain conforming changes to the Trust Deed and Agency Agreement) so that the Conditions are better aligned to the terms and conditions of notes and bonds issued by Whirlpool Corporation, and to provide a guarantee of the notes from Whirlpool Corporation.

This announcement does not contain the full terms and conditions of the consent solicitation, which are contained in the Consent Solicitation Memorandum.

The consent solicitation is only made, and copies of the Consent Solicitation Memorandum will only be made available, to a Noteholder who has certified that it is (a) outside the United States and not a U.S. person (as defined in Regulation S under the United States Securities Act of 1933, as amended) and (b) otherwise a person to whom the consent solicitation can lawfully be made and that may lawfully participate in the consent solicitation (each, an Eligible Holder).

The consent solicitation commenced today and will expire at 5.00 p.m. (Rome Time), on 17 March 2015 (the Voting Deadline), subject to the right of the Issuer to extend, re-open and/or terminate the consent solicitation. Eligible Holders of Notes who provide their consent at or before 5:00 p.m. 2 March 2015, subject to any extension by the Issuer (the Early Participation Deadline), will receive a consent payment equal to 0.15 percent of the nominal amount of the relevant Notes.

A meeting of the Noteholders convened by the Issuer will be held on 20 March 2015 at 10.00 a.m. (Rome time) and, if necessary, may be adjourned in the manner described in the Consent Solicitation Memorandum.

Noteholders who are not Eligible Holders may exercise their right to attend and/or vote at the meeting of the Noteholders in accordance with the Trust Deed (and as described in the Notice relating to the meeting published by the Issuer on 17 February 2015). However, the effectiveness and implementation of the Extraordinary Resolution will be subject to, inter alia, the requisite quorum and majority of votes cast at the Meeting being satisfied by Eligible Noteholders, irrespective of any participation or votes cast by non-Eligible Noteholders, as better detailed in the Consent Solicitation Memorandum.

The Issuer has retained Lucid Issuer Services Limited to serve as Tabulation Agent for the consent solicitation. Questions and requests for assistance in connection with the delivery of consents may be directed to the Tabulation Agent by telephone at + 44 207 704 0880 or by email to indesit@lucid-is.com.

Nothing in this announcement or the Consent Solicitation Memorandum constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to sell any security in any jurisdiction and participation in the consent solicitation by a Noteholder in any circumstances in which such participation is unlawful will not be accepted.

The securities have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States. The securities are being offered only outside the United States to certain investors in offshore transactions in reliance on Regulation S, and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, “U.S. persons”, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws.

Terms used in this paragraph have the meaning given to them by Regulation S.