Terms Agreement for $300,000,000 4.850% Notes Due 2021 between Whirlpool Corporation and Underwriters
Whirlpool Corporation has entered into an agreement with BNP Paribas Securities Corp., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and RBS Securities Inc. to sell $300 million in 4.850% notes due June 15, 2021. The notes will pay interest semi-annually and are offered at 99.967% of their principal amount, with an underwriting discount of 0.650%. Settlement is scheduled for June 7, 2011. The agreement is subject to the terms of a prior Selling Agency Agreement and includes a change of control offer provision.
Exhibit 1.2
Execution Version
Whirlpool Corporation
Notes
Due Nine Months or More From the Date of Issue
TERMS AGREEMENT
June 2, 2011
Whirlpool Corporation
2000 North M-63
Benton Harbor, Michigan 49022-2692
Attention: Treasurer
Subject in all respects to the terms and conditions of the Selling Agency Agreement (the “Agreement”), dated June 2, 2011, between the Purchasers and Agents referenced therein and you, the undersigned agrees to purchase the following Notes of Whirlpool Corporation:
| Aggregate Principal Amount: | $300,000,000 | |
| Notes Offered: | $300,000,000 4.850% Notes due 2021 (“2021 Notes”) | |
| Interest Rate: | 4.850% per annum | |
| Date of Maturity: | June 15, 2021 | |
| Interest Payment Dates: | Semi-annually on June 15 and December 15 of each year, commencing December 15, 2011 | |
| Record Dates: | June 1 and December 1 of each year | |
| Change of Control Offer: | Yes | |
| Underwriting Discount: | 0.650% of the principal amount | |
| Price to Public: | 99.967% of the principal amount | |
| Time of Sale: | 2:45 PM, New York City Time, June 2, 2011 | |
| Date and Time of Settlement: | June 7, 2011, 9:00 AM, New York City Time | |
| Place for Delivery of Notes and Payment Therefor: | Mayer Brown LLP 71 South Wacker Drive Chicago, Illinois 60606 | |
| Method of Payment: | Same-day funds via wire transfer | |
| Modification, if any, in the requirements to deliver the documents specified in Sections 2(b) or 6(b) or other Sections of the Agreement: | None |
| BNP PARIBAS SECURITIES CORP. | ||
| By: | /s/ Jim Turner | |
| Name: | Jim Turner | |
| Title: | Managing Director; Head of Capital Markets | |
| CITIGROUP GLOBAL MARKETS INC. | ||
| By: | /s/ Brian D. Bednarski | |
| Name: | Brian D. Bednarski | |
| Title: | Managing Director | |
| J.P. MORGAN SECURITIES LLC | ||
| By: | /s/ Maria Sramek | |
| Name: | Maria Sramek | |
| Title: | Executive Director | |
| RBS SECURITIES INC. | ||
| By: | /s/ John C. Bolger | |
| Name: | John C. Bolger | |
| Title: | Vice President | |
Terms Agreement Signature Page
| Accepted: | ||
| WHIRLPOOL CORPORATION | ||
| By: | /s/ Margaret McLeod | |
| Name: | Margaret McLeod | |
| Title: | Vice President and Treasurer | |
Terms Agreement Signature Page
