WHIRLPOOL CORPORATION Item 1.01. Entry into a Material Definitive Agreement.
On
Separately, the Company agreed in principle to the sale of its
The Company and Arçelik both entered into the Agreement as guarantors securing
certain obligations of the
Key terms and conditions of the Agreement include the following:
• Closing is subject to various conditions, including the following:
• completion of the carve-outs of the Whirlpool Contributor's
European major domestic appliance business operations and the
Arçelik Contributor's European domestic appliances business
operations;
• merger control clearances by the European Commission and the
relevant authorities in South Africa , the UK , Germany , Austria ,
Switzerland , and China ;
• review in relation to foreign domestic investment filings in Italy ;
• if the MENA SPA has been entered into before the date falling six
weeks after the date of the Agreement (or such other date as
agreed between the Contributors), the completion of the carve-out
under the MENA SPA; and
• no material breach of a fundamental warranty by either party.
• The Agreement includes customary warranties, covenants and indemnities
relating to the transactions contemplated by the Agreement.
• Subject to satisfaction of the closing conditions, the closing of the
transaction is currently expected to take place in the second half of
2023. Until the closing of the transaction, the Company and Arçelik will
continue to operate their respective European domestic appliance
businesses as independent businesses.
• The Agreement contains customary termination rights for both
Contributors, including if the closing has not occurred by 11:59 p.m. on
the first anniversary of the date of the Agreement, which may be extended
by six months by either Contributor, if such party reasonably believes
the closing conditions can be satisfied in the extended time period.
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• The Agreement stipulates that in some jurisdictions, the Company's
carve-out and contribution to the NewCo and Arçelik's carve-out and
demerger into NewCo is subject to the completion of the information and
consultation obligations with the relevant employee representative
bodies.
The description of the Contribution Agreement is qualified in its entirety by reference to the complete text of the Contribution Agreement, a copy of which is provided as an exhibit to this Current Report on Form 8-K.
Item 2.02. Results of Operations and Financial Condition.
On
Item 7.01. Regulation FD Disclosure.
On
The information furnished under Item 2.02 and Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, 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 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.
Cautionary Statements Regarding Forward-looking Statements
Certain statements in this Current Report on Form 8-K relating to the
contribution of a majority of the Company's European business as contemplated in
the Contribution Agreement constitute "forward-looking statements" within the
meaning of the federal securities laws. These statements reflect management's
current expectations regarding future events and speak only as of the date of
this current report. There can be no guarantee that the transactions
contemplated by the Contribution Agreement will be consummated by the dates
noted in this current report or at all. Forward-looking statements involve
significant risks and uncertainties, and should not be read as guarantees that
either transaction will be consummated during the referenced time period or at
all. Important factors that could cause actual results to differ materially from
these expectations include, among other things, the ability to satisfy the
necessary closing conditions or to obtain required approvals to complete the
transaction on a timely basis or at all, the ability to obtain required
regulatory approvals and to satisfy our obligations with respect to the relevant
employee representative bodies, the ability to realize the anticipated benefits
and synergies of the transaction as rapidly or to the extent anticipated, the
transition of management of the contributed businesses from their historic
owners to NewCo and the ability of NewCo management to execute on its
strategies. In addition to these risks, reference should also be made to the
factors discussed under "Risk Factors" in
Website Disclosure
We routinely post important information for investors on our website,
whirlpoolcorp.com, in the "Investors" section. We also intend to update the Hot
Topics Q&A portion of this webpage as a means of disclosing material, non-public
information and for complying with our disclosure obligations under Regulation
FD. Accordingly, investors should monitor the Investors section of our website,
in addition to following our press releases,
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
Exhibit 2.1* Contribution Agreement dated January 16, 2023 by and among
Whirlpool Corporation , Whirlpool EMEA Holdings LLC , Arçelik A.?.,
Beko Europe B.V. and Ardutch B.V .
Exhibit 99.1 Press Release dated January 17, 2023
Exhibit 104 Cover Page Interactive Data File (formatted as Inline XBRL)
* Schedules and similar attachments have been omitted in reliance on Instruction
4 of Item 1.01 of Form 8-K and Item 601(a)(5) of Regulation S-K.
will provide, on a supplemental basis, a copy of any omitted schedule or
attachment to the
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