Terms Agreement for Whirlpool Corporation $850 Million Notes Due 2012 and 2014

Contract Categories: Business Finance › Note Agreements
Summary

Whirlpool Corporation has entered into an agreement with Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. to sell $850 million in notes, consisting of $350 million due in 2012 and $500 million due in 2014. The notes carry interest rates of 8.000% and 8.600% respectively, with semi-annual payments. The agreement outlines the purchase terms, interest rates, maturity dates, and payment details. Settlement is scheduled for May 4, 2009, with payment by wire transfer. The agreement is subject to the terms of a prior Selling Agency Agreement.

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EX-1.2 3 dex12.htm TERMS AGREEMENT Terms Agreement

Exhibit 1.2

Whirlpool Corporation

Notes

Due Nine Months or More From the Date of Issue

TERMS AGREEMENT

April 29, 2009

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 April 29, 2009, between the Purchasers and Agents referenced therein and you, the undersigned agrees to purchase the following Notes of Whirlpool Corporation:

 

Aggregate Principal Amount:    $850,000,000
Notes Offered:   

$350,000,000 8.000 % Notes due 2012 (“2012 Notes”)

$500,000,000 8.600% Notes due 2014 (“2014 Notes”)

Interest Rate:   

2012 Notes: 8.000% per annum

2014 Notes: 8.600% per annum

Date of Maturity:   

2012 Notes: May 1, 2012

2014 Notes: May 1, 2014

Interest Payment Dates:    Semi-annually on May 1 and November 1 of each year, commencing November 1, 2009
Record Dates:    April 15 and October 15 of each year
Change of Control Offer:    Yes
Underwriting Discount:   

2012 Notes: 0.400% of the principal amount

2014 Notes: 0.600% of the principal amount

Price to Public:   

2012 Notes: 99.889% of the principal amount

2014 Notes: 99.950% of the principal amount

Time of Sale:    4:08 PM, New York City Time, April 29, 2009

Date and Time of Settlement:    May 4, 2009, 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

CITIGROUP GLOBAL MARKETS INC.
By:  

/s/ BRIAN BEDNARSKI

Name:   Brian Bednarski
Title:   Managing Director
J.P. MORGAN SECURITIES INC.
By:  

/s/ STEPHEN L. SHEINER

Name:   Stephen L. Sheiner
Title:   Vice President

Accepted:

 

WHIRLPOOL CORPORATION
By:  

/s/ MARGARET MCLEOD

Name:   Margaret McLeod
Title:   Vice President and Treasurer