Simpson Thacher represented Citigroup Global Markets Inc. and the other initial purchasers in connection with a Rule 144A/Regulation S offering by Whirlpool Corporation (“Whirlpool”) of $1.0 billion aggregate principal amount of 7.500% Senior Secured Second Lien Notes due 2031 and $1.0 billion aggregate principal amount of 7.875% Senior Secured Second Lien Notes due 2034. The offering was upsized from $1.5 billion to $2.0 billion.
Simpson Thacher also represented JPMorgan Chase Bank, N.A., as administrative agent in connection with a new $2 billion asset-based revolving credit facility (the “ABL Credit Facility”) for Whirlpool.
Whirlpool intends to use the net proceeds from the notes offering, together with borrowings under the ABL Credit Facility, to (i) pay the consideration for all 1.250% Senior Notes due 2026 (the “2026 Existing Notes”) and 1.100% Senior Notes due 2027 (the “2027 Existing Notes” and together with the 2026 Existing Notes, the “Existing Notes”) in each case issued by Whirlpool Finance Luxembourg S.à r.l., a wholly owned subsidiary of Whirlpool, that are validly tendered to Whirlpool in a tender offer and consent solicitation (the “Concurrent Tender Offer and Consent Solicitation”), (ii) satisfy and discharge, in accordance with the indenture governing the Existing Notes as amended pursuant to the Concurrent Tender Offer and Consent Solicitation (the “Existing Notes Indenture”), any such Existing Notes that remain outstanding following the completion of the Concurrent Tender Offer and Consent Solicitation, by irrevocably depositing with the trustee under the Existing Notes Indenture funds sufficient to pay the principal of and interest on such Existing Notes as and when due, (iii) repay the amount outstanding under Whirlpool’s existing unsecured revolving credit facility and (iv) pay fees and expenses in connection with the foregoing. Simpson Thacher represented Citigroup Global Markets Inc. as dealer manager in connection with the Concurrent Tender Offer and Consent Solicitation.
Whirlpool Corporation is a leading home appliance company in constant pursuit of improving life at home.
The Simpson Thacher team included Dave Azarkh, John O’Connell, Matt Petrone, Emily Anne Owen, Leena Sanka and Itai Barsade (Capital Markets); Brandan Still, Daniel Kay, Alexander Kleinhaus-Resisi, Elizabeth Greene, Nicholas Scian and Benjamin Olson (Credit); Jon Pall, Soogy Lee and Dov Gottlieb (Collateral); Jon Cantor, Michael Mann and Jemma Li (Tax); Michael Isby (Environmental); George Gerstein and Christopher Torikoglu (Executive Compensation and Employee Benefits); Courtney Welshimer, Paige Brinton and Chandler Gerard-Reimer (Intellectual Property); Anais Bourbon (Regulatory); and Jennie Getsin (Blue Sky).