Whirlpool Announces Pricing of Cash Tender Offer

Rhea-AI Summary

Whirlpool (NYSE: WHR) priced its cash tender offer for any and all outstanding 1.250% Notes due 2026 and 1.100% Notes due 2027 issued by Whirlpool Finance Luxembourg.

Holders receive up to €994.09 and €973.94 per €1,000 respectively, and Whirlpool plans a separate $2.0 billion senior secured notes financing.

Positive

• Early tender total consideration of €994.09 per €1,000 of 2026 Notes, including €50.00 early tender premium
• Early tender total consideration of €973.94 per €1,000 of 2027 Notes, including €50.00 early tender premium
• Whirlpool elects early settlement on or about June 18, 2026 for notes tendered by June 12, 2026
• Company plans $2.0 billion senior secured notes financing to fund tender consideration, interest, fees and expenses

Negative

• $1.0 billion 7.500% Senior Secured Second Lien Notes due 2031 add higher-coupon secured debt
• $1.0 billion 7.875% Senior Secured Second Lien Notes due 2034 further increase secured debt obligations

News Market Reaction – WHR

-4.18%

35 alerts

-4.18% Session close to close

-3.4% Trough in 40 min

$2.60B Market Cap

0.3x Rel. Volume

In the Jun 16 session, WHR declined 4.18%, reflecting a moderate negative market reaction. Argus tracked a trough of -3.4% from its starting point during tracking. Our momentum scanner triggered 35 alerts that day, indicating elevated trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details the pricing mechanics of Whirlpool’s cash tender offer for its euro-denomi...

Analysis

This announcement details the pricing mechanics of Whirlpool’s cash tender offer for its euro-denominated 2026 and 2027 notes, including early tender premiums of €50 per €1,000 and total consideration levels. It also ties the transaction to a $2.0 billion senior secured second-lien notes offering, furthering the company’s balance sheet reshaping. Against prior secured-note offerings and a weak Q1 showing a GAAP loss, investors may focus on execution of the refinancing plan, upcoming settlement dates, and resulting interest-cost profile.

Key Figures

2026 Notes coupon: 1.250% 2027 Notes coupon: 1.100% Tender consideration 2026: €994.09 +5 more

8 metrics

2026 Notes coupon 1.250% 1.250% Notes due 2026

2027 Notes coupon 1.100% 1.100% Notes due 2027

Tender consideration 2026 €994.09 Total consideration per €1,000 2026 Notes including €50 early premium

Tender consideration 2027 €973.94 Total consideration per €1,000 2027 Notes including €50 early premium

Early tender premium €50.00 Per €1,000 principal for both 2026 and 2027 Notes

New secured notes size $2.0 billion Aggregate principal of senior secured notes in Financing Transaction

2031 secured notes $1.0 billion at 7.500% Senior Secured Second Lien Notes due 2031

2034 secured notes $1.0 billion at 7.875% Senior Secured Second Lien Notes due 2034

Historical Context

5 past events · Latest: Jun 02 (Neutral)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Jun 02	Secured notes pricing	Neutral	-0.7%	Upsized $2.0B secured second-lien notes offering and pricing details.
Jun 01	Tender offer launch	Neutral	-2.3%	Launch of cash tender offer and consent solicitation for 2026/2027 notes.
Jun 01	Secured notes offering	Neutral	-2.3%	Planned private offering of $1.5B secured notes to refinance debt.
May 13	Product launch	Positive	+1.2%	Launch of KitchenAid Smart Thermometer with connected-cooking features.
May 06	Q1 2026 earnings	Negative	-11.9%	Q1 net sales decline, GAAP net loss and margin pressure with updated guidance.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent balance-sheet actions (secured note offerings and tender offer launch) have generally coincided with modest to negative stock moves, while weak earnings saw a sharper selloff and a product launch saw a small gain.

Recent Company History

Over the last two months, Whirlpool has focused on balance-sheet restructuring and selective product innovation. On May 6, 2026, it reported a Q1 GAAP net loss and lower sales, which was followed by an 11.91% decline. Subsequent secured note offerings and the June 1 tender offer/consent solicitation for 2026/2027 notes saw mild negative reactions around -0.73% to -2.26%. A KitchenAid smart thermometer launch on May 13 coincided with a modest 1.16% gain, contrasting with the more cautious reactions to capital-structure news.

Key Terms

tender offer, consent solicitation, indenture, senior secured notes, +4 more

8 terms

tender offer financial

"announced today the pricing of its previously announced (i) tender offer (the "Tender Offer")"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

View in glossary

consent solicitation financial

"and (ii) solicitation of consents from holders of the 2027 Notes (the "Consent Solicitation")"

A consent solicitation is a formal request sent to shareholders or creditors asking them to sign off on a proposed corporate change—such as altering governance rules, approving a deal, or waiving contract terms—without holding a full meeting. It matters to investors because it can quickly change their rights, voting power or the company’s direction, much like asking neighbors to sign a petition to alter a shared fence rather than discussing it at a community meeting.

indenture regulatory

"to a proposed amendment (the "Proposed Amendment") to the indenture governing the 2027 Notes"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

senior secured notes financial

"offering of $2.0 billion aggregate principal amount of senior secured notes (the "Financing Transaction")"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

second lien financial

"7.500% Senior Secured Second Lien Notes due 2031 and $1.0 billion in aggregate principal"

A second lien is a lender’s claim on specific assets that ranks behind a first lien in priority; if the borrower defaults, the first lien holder is paid from the sale of those assets before the second lien holder receives anything. Investors should care because second-lien loans carry more risk than first liens and therefore typically offer higher returns, similar to standing in line behind another person to be repaid from the same pool of collateral.

early settlement date financial

"accepted for purchase on or about June 18, 2026 (the "Early Settlement Date")"

An early settlement date is the new, earlier day when a financial obligation — such as the delivery of shares, payment for a bond, or completion of a corporate action — is completed sooner than originally scheduled. It matters to investors because receiving cash or assets earlier changes cash flow timing, reinvestment opportunities, tax reporting and short-term risk exposure, like getting a paycheck a week early or having a bill paid ahead of schedule.

final settlement date financial

"anticipated to be July 6, 2026, the third business day following the Expiration Time (the "Final Settlement Date")"

The final settlement date is the moment when a financial transaction is fully completed: the buyer has paid and the seller has delivered the securities or assets, and all related obligations are resolved. For investors it matters because ownership, risk, dividend eligibility and cash flow all change on that date—think of it like the closing day of a house sale when keys, payment and paperwork are finally exchanged.

isIN technical

"Title of Notes | ISIN/Common Code (1) | Reference Yield | Fixed Spread"

A 12-character International Securities Identification Number (ISIN) is a unique code that acts like a passport for a specific stock, bond or other tradable security so it can be identified worldwide. Investors and systems use it to ensure they are buying, selling and tracking the exact same instrument across exchanges and data feeds, which prevents costly mix-ups and makes portfolio reporting, settlement and regulatory checks simpler and more reliable.

View in glossary

AI-generated analysis. How Rhea-AI works. Not financial advice.

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BENTON HARBOR, Mich., June 15, 2026 /PRNewswire/ -- Whirlpool Corporation (NYSE: WHR) ("Whirlpool" or the "Company") announced today the pricing of its previously announced (i) tender offer (the "Tender Offer") to purchase for cash any and all of the outstanding 1.250% Notes due 2026 (the "2026 Notes") and 1.100% Notes due 2027 (the "2027 Notes" and together with the 2026 Notes, the "Notes") of Whirlpool Finance Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) organized under the laws of the Grand Duchy of Luxembourg (the "Issuer") and wholly owned subsidiary of the Company, and (ii) solicitation of consents from holders of the 2027 Notes (the "Consent Solicitation") to a proposed amendment (the "Proposed Amendment") to the indenture governing the 2027 Notes, dated as of November 2, 2016 (the "Indenture").

The following table details the Reference Yield, Fixed Spread, 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

(1)	No representation is made as to the correctness or accuracy of the ISINs or Common Codes listed in this release and the Offer to Purchase and Consent Solicitation Statement or printed on the Notes. They are provided solely for the convenience of holders of the Notes.
(2)	Per €1,000 principal amount of Notes tendered and accepted for purchase.
(3)	Excludes accrued and unpaid interest from the last date on which interest has been paid to, but excluding, the Early Settlement Date or the Final Settlement Date (each as defined below), as applicable, that will be paid on the Notes accepted for purchase.
(4)	Includes the Early Tender Premium.
(5)	The Total Consideration in respect of each series of Notes was calculated at or around 4:00 p.m., Central European time (10:00 a.m., New York City time), today in accordance with standard market practice, as described in the Offer to Purchase and Consent Solicitation Statement.

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.

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.

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. No tenders submitted after the Expiration Time will be valid. Payment for the Notes that are validly tendered at or prior to the Expiration Time and that are accepted for purchase will be made on a date promptly following the Expiration Time, which is currently anticipated to be July 6, 2026, the third business day following the Expiration Time (the "Final Settlement Date").

The terms and conditions of the Tender Offer and the Consent Solicitation are described in an Offer to Purchase and Consent Solicitation Statement, dated June 1, 2026 (the "Offer to Purchase and Consent Solicitation Statement"). The Tender Offer and Consent Solicitation are subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase and Consent Solicitation Statement.

The Company reserves the right to terminate or extend the Tender Offer or the Consent Solicitation if any condition to the Tender Offer or the Consent Solicitation is not satisfied (or otherwise in its sole discretion), and to amend the Tender Offer or the Consent Solicitation in any respect.

Citigroup Global Markets Inc. is the dealer manager and solicitation agent (the "Dealer Manager") in the Tender Offer and the Consent Solicitation. Global Bondholder Services Corporation has been retained to serve as the tender and information agent (the "Tender and Information Agent") for the Tender Offer and the Consent Solicitation. Questions regarding the Tender Offer and the Consent Solicitation should be directed to Citigroup Global Markets Inc. by telephone at +1 (212) 723-6106 (call collect) or +1 (800) 558-3745 (toll-free). Requests for copies of the Offer to Purchase and Consent Solicitation Statement and other related materials should be directed to Global Bondholder Services Corporation by telephone at (212) 430-3774 (bankers and brokers, call collect) or (855) 654-2014 (all other, toll-free); or by email at contact@gbsc-usa.com.

None of the Company, its board of directors, the Dealer Manager, the Tender and Information Agent, the trustee under the Indenture, or any of their respective affiliates, makes any recommendation as to whether any Holder should tender or deliver, or refrain from tendering or delivering, any or all of such Holder's Notes, and none of the Company nor any of its affiliates has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amounts of Notes to tender. If any Holder is in any doubt as to the contents of this release, or the Offer to Purchase and Consent Solicitation Statement, or the action it should take, the Holder should seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant, or other independent financial, tax, or legal adviser. The Tender Offer and the Consent Solicitation are made only by the Offer to Purchase and Consent Solicitation Statement. Holders are urged to read the Offer to Purchase and Consent Solicitation Statement carefully before making any decision with respect to the Tender Offer or the Consent Solicitation. The Offer to Purchase and Consent Solicitation Statement contains important information that should be read carefully before any decision is made with respect to the Tender Offer or the Consent Solicitation. This release does not describe all the material terms of the Tender Offer or the Consent Solicitation, and no decision should be made by any Holder on the basis of this release. The terms and conditions of the Tender Offer are described in the Offer to Purchase and Consent Solicitation Statement, and this release must be read in conjunction with the Offer to Purchase and Consent Solicitation Statement. The Tender Offer and the Consent Solicitation are not being made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Tender Offer and the Consent Solicitation to be made by a licensed broker or dealer, the Tender Offer and the Consent Solicitation will be deemed to be made on behalf of the Company by the Dealer Manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. Any individual or entity whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company, or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Tender Offer.

This release does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor does it constitute an offer, solicitation or sale of these securities, in any jurisdiction in which such offer, solicitation or sale is unlawful.

ABOUT WHIRLPOOL CORPORATION

Whirlpool Corporation (NYSE: WHR) is a leading home appliance company, in constant pursuit of improving life at home. As the only major U.S.-based manufacturer of kitchen and laundry appliances, the company is driving meaningful innovation to meet the evolving needs of consumers through its iconic brand portfolio, including Whirlpool, KitchenAid, JennAir, Maytag, Amana, Brastemp, Consul, and InSinkErator. In 2025, the company reported approximately $16 billion in annual net sales—close to 90% of which were in the Americas—41,000 employees and 35 manufacturing and technology research centers.

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, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our webpage is not incorporated by reference into, and is not a part of, this document.

WHIRLPOOL ADDITIONAL INFORMATION

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by us or on our behalf. Certain statements contained in this document do not relate strictly to historical or current facts and may contain forward-looking statements that reflect our current views with respect to future events and financial performance. As such, they are considered "forward-looking statements" which provide current expectations or forecasts of future events. Such statements can be identified by the use of terminology such as "may," "could," "will," "should," "possible," "plan," "predict," "forecast," "potential," "anticipate," "estimate," "expect," "project," "intend," "believe," "may impact," "on track," "guarantee," "seek," and the negative of these words and words and terms of similar substance. Examples of forward-looking statements include, but are not limited to, statements relating to the expected timing and terms of the Tender Offer, our ability to complete the Tender Offer and, with respect to the 2027 Notes, the Consent Solicitation on the anticipated timeline or at all, as well as any other statement that does not directly relate to any historical or current fact. These forward-looking statements should be considered with the understanding that such statements involve a variety of risks and uncertainties, known and unknown, and may be affected by inaccurate assumptions. Consequently, no forward-looking statement can be guaranteed and actual results may vary materially.

Many risks, contingencies and uncertainties could cause actual results to differ materially from Whirlpool's forward-looking statements. Among these factors are: (1) intense competition in the home appliance industry, and the impact of the changing retail environment, including direct-to-consumer sales; (2) Whirlpool's ability to maintain or increase sales to significant trade customers and builders; (3) Whirlpool's ability to maintain its reputation and brand image; (4) Whirlpool's ability to achieve its business objectives and successfully manage its strategic portfolio transformation and outsourced business unit service model; (5) Whirlpool's ability to understand consumer preferences and successfully develop new products; (6) Whirlpool's ability to obtain and protect intellectual property rights; (7) acquisition, divestiture, and investment-related risks, including risks associated with our past transactions; (8) the ability of suppliers of critical parts, components and manufacturing equipment to deliver sufficient quantities to Whirlpool in a timely and cost-effective manner; (9) risks related to Whirlpool's international operations; (10) Whirlpool's ability to respond to unanticipated social, political and/or economic events, including epidemics/pandemics; (11)  information technology system and cloud failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks; (12) product liability and product recall costs; (13) Whirlpool's ability to attract, develop and retain executives and other qualified employees; (14) the impact of labor relations; (15) fluctuations in the cost of key materials (including steel, resins, and base metals) and components and the ability of Whirlpool to offset cost increases; (16) Whirlpool's ability to manage foreign currency fluctuations; (17) impacts from goodwill, intangible asset and/or inventory impairment charges; (18) health care cost trends, regulatory changes and variations between results and estimates that could increase future funding obligations for pension and postretirement benefit plans; (19) impacts from credit rating agency downgrades; (20) litigation, tax, and legal compliance risk and costs; (21) the effects and costs of governmental investigations or related actions by third parties; (22) changes in the legal and regulatory environment including environmental, health and safety regulations, data privacy, taxes and AI; (23) the impacts of changes in foreign trade policies, including tariffs; (24) Whirlpool's ability to respond to the impact of climate change and climate change or other environmental regulation; (25) the uncertain global economy and changes in economic conditions; (26) financing and liquidity uncertainty including payment of dividends on our 8.50% Mandatory Convertible Preferred Stock; (27) the dilutive effect of conversion and potential dividend payments in common stock for our 8.50% Mandatory Convertible Preferred Stock; (28) the liquidation preference of our 8.50% Mandatory Convertible Preferred Stock above our common stock; and (29) reduced operational flexibility and liquidity under our ABL Credit Facility. Except as required by law, we undertake no obligation to update any forward-looking statement, and investors are advised to review disclosures in our filings with the SEC. It is not possible to foresee or identify all factors that could cause actual results to differ from expected or historic results. Therefore, investors should not consider the foregoing factors to be an exhaustive statement of all risks, uncertainties, or factors that could potentially cause actual results to differ from forward-looking statements. Additional information concerning these factors can be found in our periodic filings with the SEC, including our most recent Annual Report on Form 10-K, as updated by our quarterly reports on Form 10-Q, current reports on Form 8-K and other filings we make with the SEC.

European Economic Area

Neither this Tender Offer, the Consent Solicitation, nor any other transaction set forth in the Offer to Purchase and Consent Solicitation Statement constitutes a non-exempt offer of securities to the public within the meaning of the EU Prospectus Regulation and the Tender Offer and Consent Solicitation are not subject to the obligation to publish a prospectus under the EU Prospectus Regulation. The Offer to Purchase and Consent Solicitation Statement is not a prospectus for the purposes of the EU Prospectus Regulation.

General

None of the Offer to Purchase and Consent Solicitation Statement, this announcement or the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Tender Offer will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer or Consent Solicitation to be made by a licensed broker or dealer and a dealer manager or any of its respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer or Consent Solicitation shall be deemed to be made by the respective dealer manager or such affiliates, as the case may be, on behalf of the Company in such jurisdiction. Neither the Tender Offer, the Consent Solicitation nor our website may be used for, or in connection with, any invitation to anyone in any jurisdiction or under any circumstances in which such invitation is not authorized or is unlawful.

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SOURCE Whirlpool Corporation

FAQ

What are the key terms of Whirlpool (NYSE: WHR) June 2026 cash tender offer?

Whirlpool is offering cash to purchase any and all outstanding 1.250% 2026 Notes and 1.100% 2027 Notes. According to Whirlpool, holders receive defined consideration per €1,000 of principal, plus accrued interest, subject to timing and conditions.

How much will Whirlpool pay per €1,000 for the 2026 and 2027 notes in the WHR tender offer?

Whirlpool will pay €994.09 per €1,000 of 2026 Notes and €973.94 per €1,000 of 2027 Notes for early tenders. According to Whirlpool, each total consideration includes a €50.00 early tender premium, plus accrued and unpaid interest.

What are the early tender and expiration deadlines for Whirlpool’s WHR notes tender offer in June 2026?

The early tender deadline was June 12, 2026, and the offer expires June 30, 2026. According to Whirlpool, early-settled notes should be paid around June 18, 2026, with final settlement anticipated on July 6, 2026.

How is Whirlpool financing the cash tender offer for its 2026 and 2027 notes?

Whirlpool expects to complete a $2.0 billion senior secured notes offering to finance the tender. According to Whirlpool, this includes $1.0 billion 7.500% notes due 2031 and $1.0 billion 7.875% notes due 2034, with proceeds funding consideration, interest, and expenses.

What is the consent solicitation related to Whirlpool’s 1.100% Notes due 2027 (WHR)?

Alongside the tender, Whirlpool is soliciting consents to amend the indenture for the 1.100% 2027 Notes. According to Whirlpool, holders of these notes can tender and provide consents under the Offer to Purchase and Consent Solicitation Statement.

Do Whirlpool WHR noteholders receive the same amount after the early tender expiration date?

No, holders tendering after the early deadline receive the tender offer consideration without the early tender premium. According to Whirlpool, only notes validly tendered by the early expiration qualify for the higher total consideration amounts.