UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 8.01 below is hereby incorporated by reference into this Item 1.01.
Item 8.01. Other Events.
On December 6, 2021, Ecolab Inc. (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Barclays Capital Inc., BofA Securities, Inc. and Goldman Sachs & Co. LLC, as representatives of the several Underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $500,000,000 aggregate principal amount of its 0.900% Notes due 2023, $500,000,000 aggregate principal amount of its 1.650% Notes due 2027, $650,000,000 aggregate principal amount of its 2.125% Notes due 2032 and $850,000,000 aggregate principal amount of its 2.700% Notes due 2051 (collectively, the “Notes”). The Underwriting Agreement contains customary representations, warranties and covenants made by the Company. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
The offering of the Notes was registered under the Securities Act of 1933 pursuant to the Company’s automatic shelf registration statement on Form S-3 (Registration No. 333-249740), which was filed with the Securities and Exchange Commission (the “SEC”) and became effective on October 30, 2020. The Company has filed with the SEC a prospectus supplement, dated December 6, 2021, together with the accompanying prospectus, dated October 30, 2020, relating to the offering and sale of the Notes.
The closing of the offering of Notes is expected to occur on December 15, 2021, subject to satisfaction of customary closing conditions.
The above description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is incorporated herein by reference and which is included in this Current Report on Form 8-K as Exhibit (1.1).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | Method of Filing | |||
(1.1) | Filed herewith electronically. | ||||
(104) | Cover Page Interactive Data File. | Embedded within the Inline XBRL document. |