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) March 20, 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 March 20, 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 notice reporting that at a meeting of the holders of the Issuer’s €300,000,000 4.50% Guaranteed Notes due April 16, 2018 (the “Notes”), the holders passed an Extraordinary Resolution which amended the terms and conditions of the Notes so that they are better aligned to the terms and conditions of notes and bonds issued by the Company. As a result of the passage of the Extraordinary Resolution, the Company has agreed to be a guarantor of the Notes, along with Indesit Company Luxembourg. A copy of the Issuer’s press release is attached as Exhibit 99.1 hereto and is incorporated by reference.
The information included in this Item 7.01 and Exhibit 99.1 of 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 Item 7.01 and Exhibit 99.1 of 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 8.01. Other Events.
As discussed under Item 7.01, as a result of the passage of the Extraordinary Resolution, the Company has agreed to be a guarantor of the Notes, along with Indesit Company Luxembourg.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| 99.1 | Press Release dated March 20, 2015 |
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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: March 20, 2015 | WHIRLPOOL CORPORATION | |||||
| By: | /s/ Kirsten J. Hewitt | |||||
| Name: | Kirsten J. Hewitt | |||||
| Title: | Senior Vice President Corporate Affairs, | |||||
| General Counsel, and Corporate Secretary | ||||||
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Exhibit 99.1
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL ADVICE, INCLUDING AS TO ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER.
INDESIT COMPANY S.p.A.
(società per azioni under the laws of the Republic of Italy)
(the “Issuer”)
NOTICE OF RESULTS OF MEETING
of the holders (the “Noteholders”) of the outstanding
€300,000,000 4.50% Guaranteed Notes due 2018 issued by Indesit Company S.p.A.
and guaranteed by Indesit Company Luxembourg (the “Luxembourg Guarantor”) with ISIN XS0923605470
(the “Notes”)
On 17 February 2015, the Issuer announced that it had commenced a consent solicitation addressed to holders of its outstanding 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 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”).
In connection with such consent solicitation, a meeting of the Noteholders was convened by the Issuer by notice published, inter alia, through Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, on the website of the Issuer and on the website of the Luxembourg Stock Exchange (www.bourse.lu) on 17 February 2015 (the “Notice of Meeting”) and such meeting was held earlier today, 20 March 2015, at 10.00 a.m. (Rome time) (the “Meeting”) to consider the “Extraordinary Resolution” set out in such Notice of Meeting.
NOTICE IS HEREBY GIVEN that the Extraordinary Resolution was duly passed by the requisite majority of Noteholders at the Meeting, and the Additional Conditions were satisfied at the Meeting.
NOTICE IS ALSO HEREBY GIVEN that following the passing of the Extraordinary Resolution the Supplemental Trust Deed and the Supplemental Agency Agreement have been executed by the Issuer, the Luxembourg Guarantor and the other parties thereto for the purpose of amending the Conditions, the Trust Deed and the Agency Agreement, all as further described in the Notice of Meeting.
Accordingly, the Issuer will pay, to (i) each Eligible Noteholder from whom a valid Consent Instruction in favour of the Extraordinary Resolution was received by the Tabulation Agent by the Early Participation Deadline (and was not subsequently revoked), the Participation Fee and (ii) each Ineligible Noteholder
from whom a valid Ineligible Holder Instruction was received by the Tabulation Agent by the Ineligible Instruction Deadline (and was not subsequently revoked), the Ineligible Holder Payment, in each case by no later than the third Business Day immediately following the date of the Meeting.
Capitalised terms non defined herein shall bear the same meanings given to them in the Notice of Meeting.
The voting record on the Extraordinary Resolution is set forth below:
| Notes represented at the Meeting |
79.8% of the outstanding Notes | |||
| Notes with respect to which the vote has been cast |
79.8% of the outstanding Notes | |||
| Votes cast in favour of the Extraordinary Resolution |
79.7% of the outstanding Notes | |||
| Votes cast against the Extraordinary Resolution |
0.06% of the outstanding Notes | |||
| Notes with respect to which the vote has not been cast at the Meeting |
0% of the outstanding Notes | |||
This Notice is given by:
Indesit Company S.p.A.
Registered office: Viale Aristide Merloni No. 47, 60044 Fabriano (Ancona).
Ancona Companies’ Registry number: 00693740425
Share capital: EUR 102,759,269.40
Ordinary shares: 114,176,966
Company with a sole shareholder, subject to direction and coordination by Whirlpool Corporation
Dated: 20 March 2015
Disclaimer
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.
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.