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ECOLAB INC. 8-K Report, Material Agreement (Jan 15, 2015)

Reports
Material Agreements·Financial Events·Other Events+1
Filing Date
Filed January 15, 2015
Period End
January 12, 2015
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 January 15, 2015. Cited figures are marked; the original filing is the authoritative source.

Ecolab Inc. (ECL) filed an 8-K on January 15, 2015, reporting the issuance of $600 milliona in aggregate principal amount of senior unsecured notes.

This issuance comprises $300 millionb of 1.550% Notes due 2018 and $300 million of 2.250% Notes due 2020. The net proceeds from this offering, approximately $595.5 million, are intended to be used for repaying a portion of the company's commercial paper borrowings. The filing details the terms of the notes, including interest rates, maturity dates, and redemption provisions.

It also outlines covenants that limit the company's ability to incur liens, engage in sale and leaseback transactions, and transfer restricted subsidiaries. Events of default and change of control provisions are also described. This debt issuance was registered under Ecolab's shelf registration statement and was offered to the public at prices slightly below par value.

02—Key points

Key Highlights

  1. Ecolab issued $600 million in aggregate principal amount of senior unsecured notes.
  2. The notes consist of $300 million of 1.550% Notes due 2018 and $300 million of 2.250% Notes due 2020.
  3. Net proceeds of approximately $595.5 million will be used to repay commercial paper borrowings.
  4. The notes are senior unsecured and unsubordinated obligations of Ecolab.
  5. The Indenture includes covenants limiting liens, sale and leaseback transactions, and transfers of restricted subsidiaries.
  6. Change of control provisions require a repurchase offer if specific rating downgrades occur following a change of control.
  7. The offering was made under an automatic shelf registration statement filed on Form S-3.

03—Questions

Frequently Asked Questions

  1. What is the primary purpose of this debt issuance?

    The primary purpose of this debt issuance is to repay a portion of Ecolab's outstanding commercial paper borrowings, thereby managing its short-term debt obligations.

  2. What are the key terms of the new notes?

    Ecolab issued $300 million of 1.550% Notes due 2018 and $300 million of 2.250% Notes due 2020. Both series are senior unsecured and unsubordinated, bear semi-annual interest, and are redeemable at the company's option under specified conditions.

  3. Are there any protective provisions for noteholders in the event of a change of control?

    Yes, the Indenture includes provisions for a change of control repurchase event. If a change of control occurs and the notes are downgraded below investment grade by both Moody's and S&P within a specified period, Ecolab must offer to repurchase the notes at 101% of their principal amount plus accrued interest.

  4. How was this debt offering facilitated?

    The debt offering was made pursuant to Ecolab's automatic shelf registration statement on Form S-3, which was filed and became effective on January 12, 2015. This allowed for a more efficient and timely issuance of the notes.

04—Continue

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