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ECOLAB INC. 8-K Report, Corporate Update (Dec 15, 2011)

Reports
Other Events
Filing Date
Filed December 15, 2011
Period End
December 14, 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 15, 2011. Cited figures are marked; the original filing is the authoritative source.

Ecolab Inc. (ECL) announced on December 14, 2011, that it has entered into an accelerated share repurchase (ASR) agreement with Credit Suisse International for $500 milliona.

This move is part of the company's previously announced share repurchase program and signals a strong commitment to returning capital to shareholders. The ASR agreement allows Ecolab to buy back a substantial number of its outstanding common stock, with an initial delivery of shares expected around December 21, 2011.

The final number of shares repurchased will be determined by the volume-weighted average price of Ecolab's common stock over the agreement's term, which is expected to conclude in March 2012. This structure allows Ecolab to efficiently reduce its outstanding share count, potentially boosting earnings per share and demonstrating management's confidence in the company's value.

02—Key points

Key Highlights

  1. Ecolab Inc. has entered into an Accelerated Share Repurchase (ASR) agreement for $500 million with Credit Suisse International.
  2. This ASR is part of Ecolab's ongoing share repurchase program.
  3. The agreement involves repurchasing a variable number of Ecolab's outstanding common stock.
  4. Initial delivery of repurchased shares is anticipated on or about December 21, 2011.
  5. The final share count and price will be based on the volume-weighted average price during the ASR term.
  6. The ASR agreement is scheduled to conclude in March 2012, subject to earlier termination by Credit Suisse.
  7. All repurchased shares will be recorded as treasury stock.

03—Questions

Frequently Asked Questions

  1. What is an Accelerated Share Repurchase (ASR) agreement?

    An Accelerated Share Repurchase (ASR) agreement is a transaction where a company buys back its own shares from a financial institution (in this case, Credit Suisse International) for a fixed amount of money. The institution typically delivers a portion of the shares immediately, and the final number of shares repurchased is determined later based on the average market price over a specified period. This allows companies to efficiently reduce their outstanding share count.

  2. Why is Ecolab repurchasing its shares?

    Ecolab is repurchasing its shares as part of its previously announced share repurchase program. This action often signals management's belief that the company's stock is undervalued and is a way to return capital to shareholders, potentially increasing earnings per share (EPS) for the remaining shares.

  3. What is the financial impact of this ASR agreement?

    The $500 million ASR agreement will reduce the number of Ecolab's outstanding shares. The exact number of shares retired will depend on the volume-weighted average price of the stock during the term of the agreement. This reduction in shares can lead to an increase in earnings per share (EPS) if the company's net income remains stable or grows. The shares acquired will be held as treasury stock.

  4. When will the repurchase be fully completed?

    The ASR agreement is scheduled to end in March 2012, although it can conclude earlier at Credit Suisse International's option. The final settlement, determining the exact number of shares repurchased, will occur upon the completion of the agreement's term.

04—Continue

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