8-KMaterial AgreementsFinancial EventsOther Events+1

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

Filed August 9, 2012For Securities:ECL

Summary

Ecolab Inc. (ECL) announced on August 9, 2012, its entry into a material definitive agreement to issue and sell $500 million 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 million 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% 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.

Key Highlights

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

Frequently Asked Questions

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.

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.

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.

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.