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ECOLAB INC. 8-K Report, Acquisition Completed (Dec 2, 2011)

Reports
Acquisitions & Dispositions·Corporate Changes·Other Events+1
Filing Date
Filed December 2, 2011
Period End
December 1, 2011
Security
ECL
In the record · 2016–202610-K1110-Q328-K144

ECL filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 144 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Sep ’16Sep ’16
  2. Leadership change8-K · Apr ’19Apr ’19
  3. Deal closed8-K · Dec ’21Dec ’21
  4. Leadership change8-K · Aug ’25Aug ’25

01—Abstract

Summary

Summary of the 8-K filed December 2, 2011. Cited figures are marked; the original filing is the authoritative source.

Ecolab Inc. (ECL) has officially completed its acquisition of Nalco Holding Company through a merger that became effective on December 1, 2011.

This significant transaction involved Nalco merging with Ecolab's subsidiary, Sustainability Partners Corporation. Nalco shareholders had the option to receive either 0.7005 shares of Ecolab common stock or $38.80a in cash per share, subject to proration. Approximately 70% of Nalco shares were converted to Ecolab stock, and 30% to cash, a mix designed to align with the merger agreement.

In conjunction with the merger, Ecolab also undertook a corporate action to increase its authorized common stock to 800 million shares. This move was necessary to accommodate the stock component of the acquisition consideration.

The company financed the cash portion of the deal through commercial paper and the issuance of $500 millionb in private placement notes. The completion of this acquisition marks a pivotal moment for Ecolab, integrating Nalco's operations and expanding its market presence.

02—Key points

Key Highlights

  1. Ecolab Inc. completed the acquisition of Nalco Holding Company via a merger effective December 1, 2011.
  2. Nalco Holding Company merged with Ecolab's subsidiary, Sustainability Partners Corporation.
  3. Nalco shareholders could elect to receive Ecolab common stock (0.7005 shares per Nalco share) or cash ($38.80 per Nalco share).
  4. The final consideration mix was approximately 70% Ecolab stock and 30% cash, achieved through proration.
  5. Ecolab increased its authorized common stock to 800 million shares to facilitate the stock portion of the merger consideration.
  6. The cash component of the merger was financed through commercial paper and $500 million in private placement notes.
  7. Nalco's common stock ceased trading on the NYSE and was delisted following the completion of the merger.

03—Questions

Frequently Asked Questions

  1. What was the primary purpose of this 8-K filing?

    This 8-K filing announces the completion of Ecolab Inc.'s acquisition of Nalco Holding Company and details the merger process, consideration paid to Nalco shareholders, and related corporate actions, such as the increase in Ecolab's authorized shares.

  2. How was the acquisition of Nalco financed?

    Ecolab financed the cash portion of the acquisition through commercial paper borrowings supported by its credit facility and the proceeds from issuing $500 million in private placement notes.

  3. What happens to Nalco's stock after the merger?

    Nalco's common stock, formerly traded under the ticker symbol 'NLC' on the NYSE, has ceased trading and has been delisted from the exchange as a result of the merger.

  4. What corporate changes did Ecolab make to accommodate the merger?

    Ecolab's stockholders approved an amendment to its certificate of incorporation to increase the number of authorized shares of common stock to 800 million, which was necessary to issue the stock component of the acquisition consideration to Nalco shareholders.

04—Continue

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