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Get filing alertsWhirlpool refinances €1.1B euro debt with $2B secured notes at 7.5–7.875%, raising interest costs
Filed June 16, 2026 · Period ending June 12, 2026 · ~1 min read
Key Changes
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high
Issued $2B in senior secured second lien notes ($1B at 7.500% due 2031, $1B at 7.875% due 2034) to refinance existing euro debt and credit facility, significantly increasing borrowing costs from 1.1–1.25% to 7.5–7.875%.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
high
Tender offer achieved 73% acceptance on €500M 2026 notes and 91% acceptance on €600M 2027 notes by early deadline; holders receive €944–994 per €1,000 principal including €50 early premium.
Exhibit 99.1 view on EDGAR → -
high
Established new $2B asset-based revolving credit facility secured by accounts, inventory, IP, and equipment, replacing unsecured revolver; includes springing 1.00x fixed charge coverage covenant when availability falls below 10%.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
medium
New notes include change of control protection requiring repurchase at 101% of par if control changes and ratings downgrade occurs; both notes and ABL facility impose restrictions on debt, dividends, and asset sales.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
medium
Obtained sufficient bondholder consents to amend 2027 notes indenture; amendment becomes operative only if all tendered 2027 notes are purchased and will bind all remaining holders.
Exhibit 99.1 view on EDGAR →
Summary
Whirlpool completed a major debt refinancing that trades lower-cost unsecured euro debt for higher-cost secured dollar debt. The company issued $2 billion in senior secured second lien notes—$1 billion at 7.500% due 2031 and $1 billion at 7.875% due 2034—to fund a tender offer for €1.1 billion of existing notes carrying 1.1–1.25% coupons.
The tender achieved strong acceptance (73% and 91% by the early deadline), with settlement expected June 18. Whirlpool also replaced its unsecured revolving credit facility with a new $2 billion asset-based lending facility secured by inventory, receivables, and other assets. The refinancing extends maturities but sharply increases interest expense, with coupon rates rising roughly sixfold.
The shift to secured debt and the springing financial covenant (1.00x fixed charge coverage ratio when ABL availability falls below 10%) suggest tighter credit conditions. The company is paying down low-cost legacy debt and moving to a secured capital structure, which typically signals reduced financial flexibility. Equity holders should monitor whether the higher interest burden pressures cash flow, particularly if operating performance weakens and triggers the ABL covenant.
Section-by-Section Diff
Event · Exhibit 99.1
Whirlpool announces early tender results for €1.1B debt buyback, with 73% and 91% acceptance rates, funded by $2B new secured notes offering.
Added in current filing · view on EDGAR →
Title of Notes ISIN/Common Code(1) Aggregate | Principal | Amount | Outstanding (2) Aggregate | Principal | Amount | Tendered at | the Early | Tender | Expiration Percent of | Outstanding | Principal Amount | Tendered at the | Early Tender | Expiration 1.250% Notes due 2026 | XS1514149159 / | 151414915 | € 500,000,000 | € 365,313,000 | 73.06 % | 1.100% Notes due 2027 | XS1716616179 / 171661617 | € 600,000,000 | € 546,715,000 | 91.12 %
Whirlpool disclosed early tender results for its cash offer to repurchase euro-denominated notes issued by its Luxembourg subsidiary. As of the early deadline, holders tendered €365.3 million of the €500 million 2026 notes (73.06%) and €546.7 million of the €600 million 2027 notes (91.12%). The company will settle these tendered notes on or about June 18, 2026, paying total consideration including an early tender premium plus accrued interest.
Added in current filing · view on EDGAR →
In connection with the Tender Offer and Consent Solicitation, the Company is expected to consummate an offering of $2.0 billion aggregate principal amount of senior secured notes (the “Financing Transaction”), consisting of $1.0 billion in aggregate principal amount of 7.500% Senior Secured Second Lien Notes due 2031 and $1.0 billion in aggregate principal amount of 7.875% Senior Secured Second Lien Notes due 2034 on or about June 16, 2026. The Company expects to use a portion of the net proceeds from the Financing Transaction to pay the applicable consideration for all tendered Notes, plus accrued interest and all related fees and expenses.
Whirlpool is issuing $2 billion in new senior secured second lien notes to fund the tender offer: $1 billion at 7.500% due 2031 and $1 billion at 7.875% due 2034, expected to close June 16, 2026. This represents a significant increase in borrowing costs compared to the 1.100%-1.250% rates on the euro notes being retired, reflecting both the shift from unsecured to secured debt and current market conditions. The new notes are second lien, meaning they rank behind first-lien creditors in a bankruptcy scenario.
Show 1 minor / wording change
Added in current filing · view on EDGAR →
The Company will continue to accept Notes tendered after the Early Tender Expiration. The Tender Offer and the Consent Solicitation will expire at 5:00 p.m., Central European time (11:00 a.m., New York City time), on June 30, 2026, unless extended by the Company in its sole discretion (such time and date, as the same may be extended, the “Expiration Time”). Holders of Notes who validly tender their Notes following the Early Tender Expiration and at or prior to the Expiration Time will be entitled to receive the Tender Offer Consideration.
The tender offer continues through June 30, 2026, but noteholders who tender after the early deadline will receive lower consideration (the Tender Offer Consideration, which excludes the Early Tender Premium paid to early participants). Final settlement for late tenders is expected July 6, 2026.
Event · Exhibit 99.2
Whirlpool priced a cash tender offer for €2.0B+ of subsidiary notes, paying €944-994 per €1,000 note, funded by $2.0B new senior secured debt.
Added in current filing · view on EDGAR →
The following table details the Reference Yield, FixedSpread, Tender Offer Consideration, Early Tender Premium and Total Consideration (each as defined in the Offer to Purchase and Consent Solicitation Statement (as defined below)) for each series of Notes. Title of Notes | ISIN/Common Code(1) | Reference Yield | Fixed Spread | Tender Offer Consideration(2) (3) | Early Tender Premium(2) | Total Consideration(2) (3) (4) (5) | 1.250% Notes due 2026 | XS1514149159 / | 151414915 | 2.345 % | 50 bps | € 944.09 | € 50.00 | € 994.09 | 1.100% Notes due 2027 | XS1716616179 / 171661617 | 2.534 % | 50 bps | € 923.94 | € 50.00 | € 973.94
Whirlpool announced pricing for its cash tender offer to purchase all outstanding 1.250% Notes due 2026 and 1.100% Notes due 2027 issued by its Luxembourg subsidiary. Holders who tendered by the early deadline receive €994.09 per €1,000 principal for the 2026 notes and €973.94 per €1,000 principal for the 2027 notes, including a €50 early tender premium. The pricing reflects reference yields of 2.345% and 2.534% respectively, plus a 50 basis point spread.
Added in current filing · view on EDGAR →
The Company has elected to exercise its right to make payment for Notes that were validly tendered at or prior to 5:00 p.m., Central European time (11:00 a.m., New York City time), on June 12, 2026 (the “Early Tender Expiration”) and that are accepted for purchase on or about June 18, 2026 (the “Early Settlement Date”). Each holder of the Notes (each, a “Holder” and collectively, the “Holders”) who validly tendered and did not validly withdraw its Notes at or prior to the Early Tender Expiration and whose Notes are accepted for purchase will be entitled to receive the Total Consideration (as set forth in the table above), which includes the Early Tender Premium (as set forth in the table above), together with accrued and unpaid interest, if any, from and including the last date on which interest has been paid to, but excluding, the Early Settlement Date on the Notes accepted for purchase.
Whirlpool will settle notes tendered by the June 12, 2026 early deadline on or about June 18, 2026. These holders receive the full Total Consideration including the €50 early tender premium, plus accrued interest. The tender offer remains open until June 30, 2026, with final settlement expected July 6, 2026, but late tenders receive only the base Tender Offer Consideration without the early premium.
Added in current filing · view on EDGAR →
In connection with the Tender Offer and Consent Solicitation, the Company is expected to consummate an offering of $2.0 billion aggregate principal amount of senior secured notes (the “Financing Transaction”), consisting of $1.0 billion in aggregate principal amount of 7.500% Senior Secured Second Lien Notes due 2031 and $1.0 billion in aggregate principal amount of 7.875% Senior Secured Second Lien Notes due 2034 on or about June 16, 2026. The Company expects to use a portion of the net proceeds from the Financing Transaction to pay the applicable consideration for all tendered Notes, plus accrued interest and all related fees and expenses.
Whirlpool is issuing $2.0 billion of new senior secured second lien notes to fund the tender offer: $1.0 billion at 7.500% due 2031 and $1.0 billion at 7.875% due 2034, expected to close June 16, 2026. The company is refinancing low-cost euro-denominated debt (1.100%-1.250% coupons) with higher-cost dollar-denominated secured debt (7.500%-7.875% coupons), significantly increasing interest expense but shifting to a secured capital structure.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The Company intends to use the net proceeds from the issuance of the Notes, together with borrowings under its new asset-based revolving credit facility (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 were validly tendered to the Company 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 the Company’s existing unsecured revolving credit facility, and (iv) pay fees and expenses in connection with the foregoing.
Whirlpool is using the proceeds to refinance existing debt, including retiring 1.250% notes due 2026 and 1.100% notes due 2027 issued by its Luxembourg subsidiary through a concurrent tender offer, and repaying its existing unsecured revolving credit facility. This represents a significant increase in borrowing costs, moving from sub-2% rates to 7.5-7.875% rates, though the company is extending maturities and moving to secured financing.
Added in current filing · verify on EDGAR →
On June 16, 2026, the Company entered into an ABL Credit and Guaranty Agreement (the “ABL Credit Agreement”) by and among the Company, certain other borrowers and guarantors, the lenders referred to therein, and JPMorgan Chase Bank, N.A., as Administrative Agent ... The ABL Credit Agreement provides for the ABL Credit Facility in an aggregate principal amount of up to $2.0 billion, subject to a borrowing base comprised of eligible accounts, inventory, intellectual property, machinery and equipment, credit card receivables and eligible cash of the Company and certain of its subsidiaries.
Whirlpool established a new $2 billion asset-based revolving credit facility with a five-year maturity, replacing its existing unsecured revolving credit facility. The ABL facility is secured by a first-priority lien on eligible accounts, inventory, intellectual property, machinery, equipment, credit card receivables and cash. Interest rates range from Term SOFR plus 1.50-2.00% or Alternate Base Rate plus 0.50-1.00%, depending on availability levels.
Added in current filing · verify on EDGAR →
The ABL Credit Agreement contains customary representations, warranties and covenants, including, among other things, a springing financial covenant requiring a consolidated fixed charge coverage ratio of not less than 1.00 to 1.00 for the most recently ended four-quarter period during any period commencing when Availability falls below the greater of 10% of the Line Cap (as defined in the ABL Credit Agreement) and $135,000,000 and continuing until Availability has exceeded such threshold for 20 consecutive days.
The ABL facility includes a springing financial covenant that activates when availability falls below the greater of 10% of the facility size or $135 million, requiring Whirlpool to maintain a minimum fixed charge coverage ratio of 1.00x. Both the notes indenture and ABL agreement impose restrictions on additional debt, dividends, asset sales, investments, liens, and mergers, subject to various exceptions.
Added in current filing · verify on EDGAR →
Upon the occurrence of specified kinds of changes of control and a ratings downgrade with respect to the Notes of a series, holders will have the right to require the Company to purchase all or any part of their Notes of such series at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.
The notes include change of control protection requiring Whirlpool to repurchase notes at 101% of par plus accrued interest if a change of control occurs coupled with a ratings downgrade. The notes are also redeemable by the company at various prices depending on timing, including make-whole premiums before July 2028 (2031 notes) or July 2029 (2034 notes).
Event · Item 8.01 — Other Events
Whirlpool disclosed early tender results and pricing for its concurrent tender offer and consent solicitation for existing notes.
Added in current filing · verify on EDGAR →
Copies of the press releases relating to the early tender results and pricing of the Concurrent Tender Offer and Consent Solicitation are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated herein by reference.
Whirlpool announced early tender results and pricing for a concurrent tender offer and consent solicitation involving existing notes (referred to as 2026 Existing Notes and 2027 Existing Notes). The 8-K references two press releases with the details but does not include the actual tender amounts, acceptance rates, or pricing terms in the body text.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify