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ECOLAB INC. 8-K Report, Material Agreement (Aug 9, 2012)

Reports
Material Agreements·Financial Events·Other Events+1
Filing Date
Filed August 9, 2012
Period End
August 9, 2012
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 August 9, 2012. Cited figures are marked; the original filing is the authoritative source.

Ecolab Inc. (ECL) announced on August 9, 2012, its entry into a material definitive agreement to issue and sell $500 milliona in aggregate principal amount of 1.000% Notes due 2015.

This issuance, detailed in an underwriting agreement dated August 6, 2012, and a third supplemental indenture dated August 9, 2012, aims to strengthen the company's balance sheet. The net proceeds of approximately $496.9 millionb are intended for repaying a portion of Ecolab's commercial paper borrowings and for general corporate purposes. The notes are senior unsecured and unsubordinated obligations, ranking equally with other existing senior unsecured debt.

They bear a low interest rate of 1.000%c per annum, payable semiannually, and mature on August 9, 2015. The offering was conducted under Ecolab's effective automatic shelf registration statement on Form S-3, filed in December 2011.

02—Key points

Key Highlights

  1. Ecolab Inc. issued $500 million in 1.000% Notes due 2015 on August 9, 2012.
  2. Proceeds will be used to repay commercial paper borrowings and for general corporate purposes.
  3. The Notes are senior unsecured and unsubordinated debt, ranking equally with other similar debt.
  4. The offering was made under an existing Form S-3 shelf registration statement.
  5. The Notes mature on August 9, 2015, with a relatively low stated interest rate of 1.000% annually.
  6. The indenture includes provisions for a change of control repurchase event, triggered by specific events and credit rating downgrades.

03—Questions

Frequently Asked Questions

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

    This 8-K filing announces Ecolab Inc.'s entry into a material definitive agreement for the issuance and sale of $500 million of its 1.000% Notes due 2015.

  2. How will the proceeds from the note issuance be used?

    The net proceeds of approximately $496.9 million are designated for repaying a portion of Ecolab's commercial paper borrowings and for general corporate purposes.

  3. What are the key terms of the new Notes?

    The Notes have an aggregate principal amount of $500 million, bear an interest rate of 1.000% per annum, payable semiannually, and mature on August 9, 2015. They are senior unsecured and unsubordinated obligations of the company.

  4. Are there any specific conditions or protections for investors in the indenture?

    Yes, the indenture includes covenants that limit the company's ability to incur liens, engage in sale and leaseback transactions, and transfer certain assets. It also outlines events of default and includes a change of control repurchase event, which requires the company to offer to repurchase the notes if a change of control occurs and is accompanied by specific credit rating downgrades.

04—Continue

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