Item 1.02 Termination of a Material Definitive Agreement.
The information set forth in Item 8.01 below with respect to the Credit
Agreement (as defined below) is hereby incorporated by reference into this Item
1.02.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 8.01 below with respect to the Notes and the
Indenture (each as defined below) is hereby incorporated by reference into this
Item 2.03, insofar as it relates to the creation of a direct financial
obligation.
Item 8.01 Other Events.
As previously disclosed, on December 6, 2021, Ecolab Inc. (the "Company")
entered into an underwriting agreement (the "Underwriting Agreement") with J.P.
Morgan Securities LLC, Barclays Capital Inc., BofA Securities, Inc. and Goldman
Sachs & Co. LLC as representatives of the several Underwriters named therein
(the "Underwriters"), pursuant to which the Company agreed to issue and sell to
the Underwriters $500 million aggregate principal amount of its 0.900% Notes due
2023 (the "2023 Notes"), $500 million aggregate principal amount of its 1.650%
Notes due 2027 (the "2027 Notes"), $650,000,000 aggregate principal amount of
its 2.125% Notes due 2032 (the "2032 Notes") and $850,000,000 aggregate
principal amount of its 2.700% Notes due 2051 (the "2051 Notes" and, together
with the 2023 Notes, the 2027 Notes and the 2032 Notes, the "Notes").
On December 15, 2021, the Company completed the offering of the Notes, and the
Notes were issued pursuant to the Indenture (the "Base Indenture"), dated
January 12, 2015, between the Company and Computershare Trust Company, N.A. (as
successor to Wells Fargo Bank, National Association), as trustee (the
"Trustee"), as amended by the Eleventh Supplemental Indenture, dated December
15, 2021 (the "Eleventh Supplemental Indenture" and, together with the Base
Indenture, the "Indenture"), between the Company and the Trustee. The 2023
Notes, 2027 Notes, 2032 Notes and the 2051 Notes are separate series of debt
securities under the Indenture. The Company used the net proceeds from the sale
of the Notes, together with borrowings under its commercial paper program, to
repay the Acquisition Borrowings (as defined below).
The 2023 Notes bear interest at a rate of 0.900% per annum, payable
semi-annually in arrears on June 15 and December 15 of each year, beginning June
15, 2022. The 2023 Notes will mature on December 15, 2023 and are redeemable at
the Company's option, in whole at any time or in part from time to time, at the
redemption prices specified in the Indenture.
The 2027 Notes bear interest at a rate of 1.650% per annum, payable
semi-annually in arrears on February 1 and August 1 of each year, beginning
August 1, 2022. The 2027 Notes will mature on February 1, 2027 and are
redeemable at the Company's option, in whole at any time or in part from time to
time, at the redemption prices specified in the Indenture.
The 2032 Notes bear interest at a rate of 2.125% per annum, payable
semi-annually in arrears on February 1 and August 1 of each year, beginning
August 1, 2022. The 2032 Notes will mature on February 1, 2032 and are
redeemable at the Company's option, in whole at any time or in part from time to
time, at the redemption prices specified in the Indenture.
The 2051 Notes bear interest at a rate of 2.700% per annum, payable
semi-annually in arrears on June 15 and December 15 of each year, beginning June
15, 2022. The 2051 Notes will mature on December 15, 2051 and are redeemable at
the Company's option, in whole at any time or in part from time to time, at the
redemption prices specified in the Indenture.
Upon the occurrence of certain change of control events with respect to the
Notes of a series as described in the Indenture, the Company will be required to
offer to repurchase the Notes of such series at a price equal to 101% of the
aggregate principal amount thereof, plus any accrued and unpaid interest to, but
excluding, the date of repurchase.
The Indenture contains covenants that limit, among other things, the ability of
the Company and its subsidiaries to incur liens on certain properties to secure
debt, to engage in sale and leaseback transactions and to transfer certain
property, stock or debt of any restricted subsidiary to any unrestricted
subsidiary (each as defined in the Indenture).
The Notes were offered and sold pursuant to the Company's automatic shelf
registration statement on Form S-3 (Registration No. 333-249740) (the
"Registration Statement") under the Securities Act of 1933 which was filed with
the Securities and Exchange Commission (the "SEC") and became effective on
October 30, 2020. The Company has filed with the SEC a prospectus supplement,
dated December 6, 2021, together with the accompanying prospectus, dated October
30, 2020, relating to the offering and sale of the Notes.
The above description of the Underwriting Agreement, the Base Indenture, the
Eleventh Supplemental Indenture and the Notes is qualified in its entirety by
reference to the Underwriting Agreement, the Base Indenture, the Eleventh
Supplemental Indenture, the form of 0.900% Notes due 2023, the form of 1.650%
Notes due 2027, the form of 2.125% Notes due 2032, and the form of 2.700% Notes
due 2051, each of which is incorporated herein by reference and which are
included in this Current Report on Form 8-K as Exhibits (1.1), (4.1), (4.2),
(4.3), (4.4), (4.5) and (4.6), respectively.
Term Credit Agreement
As previously disclosed, on December 1, 2021, the Company completed the
acquisition (the "Purolite Acquisition") of the shares of the subsidiaries and
certain other affiliated entities of Purolite Corporation, a Delaware
corporation ("Purolite"), and substantially all of Purolite's assets used or
held for use in connection with its filtration and purification resins business,
pursuant to the Stock and Asset Purchase Agreement, dated October 28, 2021, by
and among the Company, Purolite, Stefan E. Brodie and Don B. Brodie, and Stefan
E. Brodie, solely in his capacity as the representative of the sellers, for a
purchase price of $3.7 billion, subject to certain adjustments. The purchase
price and transaction expenses were funded with the Acquisition Borrowings
(defined below) and cash on hand.
As previously disclosed, on November 19, 2021, the Company, as borrower, entered
into the term credit agreement (the "Credit Agreement") with various financial
institutions, as lenders, and JPMorgan Chase Bank, N.A., as administrative
agent, providing for a $3.0 billion unsecured committed delayed draw term loan
credit facility. The proceeds of loans under the Credit Agreement were to be
used to (a) pay a portion of the consideration for the Purolite Acquisition, and
(b) pay fees, costs and expenses incurred in connection with such acquisition
and the transactions contemplated by the Credit Agreement. On November 30, 2021,
the Company borrowed $3.0 billion under the Credit Agreement (the "Acquisition
Borrowings"). On December 15, 2021, the Company repaid the Acquisition
Borrowings using the net proceeds from the sale of the Notes, together with
borrowings under the Company's commercial paper program and cash on hand,
following which, the Credit Agreement was effectively terminated.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description Method of Filing
(1.1) Underwriting Agreement, dated as Incorporated by reference to
of December 6, 2021, by and among the Current Report on Form 8-K
Ecolab Inc. and J.P. Morgan filed by Ecolab Inc. with the
Securities LLC, Barclays Capital SEC on December 10, 2021.
Inc., BofA Securities, Inc. and
Goldman Sachs & Co. LLC, as
representatives of the several
underwriters named therein.
(4.1) Indenture, dated January 12, Incorporated by reference to
2015, between the Company and the Current Report on Form 8-K
Computershare Trust Company, N.A. filed by Ecolab Inc. with the
(as successor to Wells Fargo Bank, SEC on January 15, 2015.
National Association).
(4.2) Eleventh Supplemental Indenture, Filed herewith
dated as of December 15, 2021, electronically.
between Ecolab Inc. and
Computershare Trust Company,
N.A.
(4.3) Form of 0.900% Notes due 2023. Included in Exhibit (4.2)
above.
(4.4) Form of 1.650% Notes due 2027. Included in Exhibit (4.2)
above.
(4.5) Form of 2.125% Notes due 2032. Included in Exhibit (4.2)
above.
(4.6) Form of 2.700% Notes due 2051. Included in Exhibit (4.2)
above.
(5.1) Opinion of Jones Day. Filed herewith
electronically.
(23.1) Consent of Jones Day. Included in Exhibit (5.1)
above.
(104) Cover Page Interactive Data File. Embedded within the Inline XBRL
document.
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