UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.01 Completion of Acquisition or Disposition of Assets.
On December 1, 2021, pursuant to the Stock and Asset Purchase Agreement (the “Purchase Agreement”), dated October 28, 2021 by and among Ecolab Inc., a Delaware corporation (“Ecolab”), Purolite Corporation, a Delaware corporation (“Purolite”), Stefan E. Brodie and Don B. Brodie (the “Founder Sellers” and together with Purolite, the “Sellers”) and Stefan E. Brodie, solely in his capacity as the representative of the Sellers (“Seller Representative”), Ecolab acquired the shares of the subsidiaries and certain other affiliated entities of Purolite (the “Acquired Companies”) and substantially all of Purolite’s assets used or held for use in connection with its filtration and purification resins business, and assumed the liabilities related to the business (the “Transaction”).
The purchase price paid by Ecolab was approximately $3.7 billion in cash, subject to certain adjustments for working capital, cash, debt, transaction expenses, and certain real estate expenses. Ecolab paid the purchase price for the Transaction through (i) proceeds from borrowings under Ecolab’s Term Credit Agreement, dated November 19, 2021, by and among Ecolab, the financial institutions party thereto as Banks from time to time, and JP Morgan Chase Bank, N.A., as administrative agent, and (ii) cash on hand.
The foregoing description of the Transaction does not purport to be complete and is qualified in its entirety by reference to the complete text of the Purchase Agreement, which is incorporated herein by reference and attached as Exhibit 2.1 hereto.
Item 8.01 Other Events.
Press Release
On December 1, 2021, Ecolab issued a press release announcing the closing of the Transaction. This press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit No. | Description | Method of Filing | |||
(2.1) | Filed herewith electronically. | ||||
(99.1) | Filed herewith electronically. | ||||
(104) | Cover Page Interactive Data File. | Embedded within the Inline XBRL document. |
*The schedules and exhibits to the Stock and Asset Purchase Agreement have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. Ecolab will furnish copies of such schedules and exhibits to the Securities and Exchange Commission upon request by the Securities and Exchange Commission.